Xtant Medical Holdings, Inc. (NYSEMKT:XTNT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
Twelfth Amendment and Waiver to Amended and Restated Credit
Agreement
Effective March 31, 2017, Bacterin International, Inc.
(Bacterin), a Nevada corporation and wholly-owned
subsidiary of Xtant Medical Holdings, Inc. (the Company),
as borrower, the Company, X-Spine Systems, Inc., an Ohio
corporation and wholly-owned subsidiary of the Company, and Xtant
Medical, Inc., a Delaware corporation and wholly-owned subsidiary
of the Company, collectively as the guarantors, ROS Acquisition
Offshore LP (ROS) and OrbiMed Royalty Opportunities II, LP
(Royalty Opportunities), entered into the Twelfth
Amendment and Waiver to Amended and Restated Credit Agreement
(the Amendment), which amended the existing Amended and
Restated Credit Agreement (the Facility).
Prior amendments to the Facility deferred Bacterins accrued
interest payment date for the fiscal quarter ended on December
31, 2016 until March 31, 2017. The Amendment further defers
Bacterins accrued interest payment date for the fiscal quarter
ended on December 31, 2016 until April 30, 2017, while also
deferring Bacterins accrued interest payment date for the fiscal
quarter ended on March 31, 2017 until April 30, 2017.
The interest due on April 30, 2017 for the fiscal quarter ended
on December 31, 2016 will be $1,147,329.47, plus interest accrued
on such interest from January 2, 2017 until paid at a rate equal
to 14% plus the higher of the LIBO Rate (as defined in the
Facility) for the fiscal quarter ended on December 31, 2016, or
1%. The interest due on April 30, 2017 for the fiscal quarter
ended on March 31, 2017 will be $1,139,597.47, plus interest
accrued on such interest from April 1, 2017 until paid at a rate
equal to 14% plus the higher of the LIBO Rate for the fiscal
quarter ended on March 31, 2017, or 1%.
The Amendment modified the minimum revenue base covenant for the
quarter ending March 31, 2017. The Amendment also modified the
minimum liquidity financial covenant of the Facility by allowing
the Company and its subsidiaries to maintain a liquidity amount
of not less than $500,000 until June 30, 2017. At all times after
June 30, 2017, the liquidity of the Company and its subsidiaries
must not be less than $5,000,000. The Amendment modified the
consolidated senior leverage ratio financial covenant of the
Facility by moving the commencement date of the covenant from the
most recent four fiscal quarters ended March 31, 2017, to the
most recent four fiscal quarters ended June 30, 2017. Finally,
the Amendment waived any non-compliance with the covenant set
forth in Section 7.1(c) of the Facility due to the going concern
qualification included in the Companys audit report for the year
ended December 31, 2016.
The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the
Amendment, which is attached hereto as Exhibit 10.1, and is
incorporated by reference herein.
Indenture Waiver
Effective March 31, 2017, the Company, ROS and Royalty
Opportunities entered into a waiver letter (the Indenture
Waiver) of the Indenture, dated as of July 31, 2015, between
Bacterin and Wilmington Trust, National Association, as trustee
(the Indenture). Under the Indenture Waiver, ROS and
Royalty Opportunities waived any non-compliance with the covenant
set forth in Section 6.01(a)(vii) of the Indenture due to the
going concern qualification included in the Companys audit report
for the year ended December 31, 2016.
The foregoing description of the Indenture Waiver does not
purport to be complete and is qualified in its entirety by
reference to the Indenture Waiver, which is attached hereto as
Exhibit 10.2, and is incorporated by reference herein.
Notes Waiver
Effective March 31, 2017, ROS and Royalty Opportunities executed
a waiver (the Notes Waiver) of multiple Convertible
Promissory Notes dated between April 14, 2016 to January 17, 2017
and issued by the Company to ROS and Royalty Opportunities (the
Notes). Under the Notes Waiver, ROS and Royalty
Opportunities waived any non-compliance with the covenants set
forth in Section 6.01(a)(vii) of their respective Notes due to
the going concern qualification included in the Companys audit
report for the year ended December 31, 2016.
The foregoing description of the Notes Waiver does not purport to
be complete and is qualified in its entirety by reference to the
Notes Waiver, which is attached hereto as Exhibit 10.3, and is
incorporated by reference herein.
| Item 2.03 |
Creation of Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement. |
The disclosure set forth above under Item 1.01 is hereby
incorporated by reference into this Item 2.03.
| Item 7.01. | Regulation FD Disclosure. |
The Company issued a press release on April 5, 2017 entitled XTNT
Receives Going Concern Opinion, which is attached as Exhibit 99.1
and incorporated herein.
The information in this Item 7.01 and the document attached as
Exhibit 99.1 are being furnished and shall not be deemed filed
for purposes of Section 18 of the Securities and Exchange Act of
1934, as amended (the Exchange Act), nor otherwise subject
to the liabilities of that section, nor incorporated by reference
in any filing under the Securities Act of 1933 or the Exchange
Act, except as shall be expressly set forth by specific reference
in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d)Exhibits.
| Exhibit No. | Description | |
| 10.1 |
Twelfth Amendment and Waiver to Amended and Restated Credit Agreement, dated as of March 31, 2017, by and among Bacterin International, Inc., Xtant Medical Holdings, Inc., X-Spine Systems, Inc., Xtant Medical, Inc., ROS Acquisition Offshore LP and OrbiMed Royalty Opportunities II, LP. |
|
| 10.2 |
Waiver Letter, dated as of March 31, 2017, by and among Xtant Medical Holdings, Inc., ROS Acquisition Offshore LP and OrbiMed Royalty Opportunities II, LP. |
|
| 10.3 |
Waiver, dated as of March 31, 2017, by ROS Acquisition Offshore LP and OrbiMed Royalty Opportunities II, LP. |
|
| 99.1 |
Press Release dated April 5, 2017 entitled XTNT Receives Going Concern Opinion |
About Xtant Medical Holdings, Inc. (NYSEMKT:XTNT)
Xtant Medical Holdings, Inc., formerly Bacterin International Holdings, Inc., develops, manufactures and markets regenerative medicine products and medical devices for domestic and international markets. The Company operates through the development, manufacture and marketing of regenerative medical products and devices segment. Its biomaterial products include OsteoSponge, OsteoSponge SC, OsteoSelect DBM putty, OsteoSelect Plus DBM putty, OsteoWrap, BacFast HD, OsteoSTX, hMatrix and 3Demin products, as well as other allografts. Its products serve the needs of orthopedic and neurological surgeons, including orthobiologics for the promotion of bone healing, implants and instrumentation for the treatment of spinal disease, tissue grafts for the treatment of orthopedic disorders, and biologics to promote healing following cranial, foot and ankle surgeries. It also processes and distributes sports allografts, milled spinal allografts and allografts for multi-disciplinary applications. Xtant Medical Holdings, Inc. (NYSEMKT:XTNT) Recent Trading Information
Xtant Medical Holdings, Inc. (NYSEMKT:XTNT) closed its last trading session down -0.033 at 0.550 with 197,821 shares trading hands.