0001144204-18-010615.txt : 20180223 0001144204-18-010615.hdr.sgml : 20180223 20180223171348 ACCESSION NUMBER: 0001144204-18-010615 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180213 FILED AS OF DATE: 20180223 DATE AS OF CHANGE: 20180223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rizzo Matthew CENTRAL INDEX KEY: 0001732511 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34951 FILM NUMBER: 18637599 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Xtant Medical Holdings, Inc. CENTRAL INDEX KEY: 0001453593 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 205313323 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 664 CRUISER LANE CITY: BELGRADE STATE: MT ZIP: 59714 BUSINESS PHONE: 406-388-0480 MAIL ADDRESS: STREET 1: 664 CRUISER LANE CITY: BELGRADE STATE: MT ZIP: 59714 FORMER COMPANY: FORMER CONFORMED NAME: Bacterin International Holdings, Inc. DATE OF NAME CHANGE: 20100615 FORMER COMPANY: FORMER CONFORMED NAME: K KITZ INC DATE OF NAME CHANGE: 20090108 3 1 tv486971_3.xml OWNERSHIP DOCUMENT X0206 3 2018-02-13 0 0001453593 Xtant Medical Holdings, Inc. XTNT 0001732511 Rizzo Matthew 664 CRUISER LANE BELGRADE MT 59714 1 0 1 0 Common Stock 1927977 I See Footnotes Common Stock 823207 I See Footnotes Warrant to Purchase Common Stock 6.4 2013-12-05 2020-12-05 Common Stock 87719 I See Footnotes Convertible Note 3.88 2021-07-15 Common Stock 33190000 I See Footnotes Convertible Note 3.88 2021-07-15 Common Stock 18810000 I See Footnotes Convertible Note 2.9 2021-07-15 Common Stock 1428553 I See Footnotes Convertible Note 2.9 2021-07-15 Common Stock 809614 I See Footnotes These securities are held of record by ROS Acquisition Offshore LP ("ROS Acquisition"). OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the investment manager of ROS Acquisition. Advisors is also the investment manager of Royalty Opportunities S.a r.l., of which ROS Acquisition is a wholly-owned subsidiary. By virtue of such relationships, Advisors may be deemed to have voting and investment power with respect to the securities held by ROS Acquisition noted above and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is an employee of Advisors. These securities are held of record by OrbiMed Royalty Opportunities II, LP ("ORO II"). OrbiMed ROF II LLC ("ROF II") is the sole general partner of ORO II, and Advisors is the sole managing member of ROF II. By virtue of such relationships, Advisors may be deemed to have voting and investment power with respect to the securities held by ORO II noted above and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is an employee of Advisors. Each of ROS Acquisition, ORO II, Advisors and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. These convertible notes (collectively, the "Notes") may be converted into shares of common stock ("Shares") of the Issuer at any time prior to the close of business on the second business day immediately preceding July 15, 2021. However, the Notes will not be convertible to the extent that such conversion would result in the holder of each Note or any of its affiliates being deemed to beneficially own in excess of 9.99% of the then-outstanding Shares. Does not give effect to the 1:12 reverse stock split which occurred on February 14, 2018 or the transactions described in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on February 16, 2018. Exhibit 24 - Limited Power of Attorney /s/ Matthew Rizzo 2018-02-23 EX-24 2 tv486971_ex24.htm LIMITED POWER OF ATTORNEY

EXHIBIT 24

LIMITED POWER OF ATTORNEY

FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby constitutes and appoints Carl D. O’Connell as the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of Xtant Medical Holdings, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of February 23, 2018.


	By:	/s/ Matthew Rizzo
		Matthew Rizzo