UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 27, 2022, the Board of Directors of Xtant Medical Holdings, Inc. (the “Company”) approved the appointment of Scott C. Neils as non-interim Chief Financial Officer, effective June 1, 2022.
Subsequent to such appointment, the Company and Scott Neils entered into an employment agreement, which will be effective as of June 1, 2022, pursuant to which Mr. Neils will serve as Chief Financial Officer, and in consideration thereof, will receive an annual base salary of $400,000 and a potential annual bonus of 50% of base salary, which bonus for the 2022 calendar year will be prorated based on his earned base salary. The employment agreement contains severance provisions which provide that in the event Mr. Neils’s employment is terminated by the Company without “cause” (as defined in the agreement), he will be entitled to receive a severance payment equal to 12 months base salary payable as salary continuation payments, a prorated bonus for the year of termination if earned pursuant to the terms of the bonus plan, and reimbursement of COBRA payments for 12 months, and in the event his employment is terminated by the Company within 12 months following a “change in control” or should he resign for “good reason” (as such terms are defined in the agreement) within that period, then his 12 months base salary will be paid to him in a lump-sum payment. To be eligible to receive these payments, Mr. Neils will be required to execute and not revoke a release of claims. The agreement also contains standard confidentiality, non-competition, non-solicitation and assignment of intellectual property provisions.
The foregoing summary description of the employment agreement with Mr. Neils does not purport to be complete and is qualified in its entirety by reference to the full text of the employment agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Employment Agreement effective as of June 1, 2022 between Xtant Medical Holdings, Inc. and Scott Neils (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/ Sean E. Browne | ||
| Sean E. Browne | |||
| President and Chief Executive Officer | |||
| Date: May 2, 2022 | |||