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. |
Effective December 31, 2016, 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 Xtant
Medical, Inc., a Delaware corporation, collectively as the
Guarantors, ROS Acquisition Offshore LP (ROS)and OrbiMed Royalty
Opportunities II, LP (OrbiMed), entered into the Seventh
Amendment to Amended and Restated Credit Agreement (the
Amendment), which amended the existing Amended and Restated
Credit Agreement (the Facility). The Facility generally provided
for the refinancing of approximately $24,000,000 in previously
existing term loans and the borrowing of an additional
$18,000,000 by Bacterin.
The Amendment deferred Bacterins accrued interest payment date
for the fiscal quarter ended on December 31, 2016 until January
14, 2017. The interest due on January 14, 2017 will be
$1,107,244.19 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 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 March 31, 2017. At all times after March 31, 2017,
the liquidity of the Company and its subsidiaries must not be
less than $5,000,000.
Finally, 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 September 30, 2016, to the most recent four
fiscal quarters ended March 31, 2017.
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.
| Item 8.01. | Other Events. |
to the Indenture, dated as of July 31, 2015, between the Company
and Wilmington Trust, National Association, and the $68,000,000
of Convertible Promissory Notes (the Notes) issued thereunder,
the Company is required to make interest payments on January 15,
2017 to the holders of the Notes aggregating $2,040,000. OrbiMed
and ROS collectively own $52,000,000 of such Notes. Further, to
the Securities Purchase Agreement, dated as of April 14, 2016,
and the Convertible Promissory Notes (the PIK Notes) issued
thereunder in the aggregate principal amount of $2,238,166.45,
the Company is also required to make interest payments on January
15, 2017 to OrbiMed and ROS aggregating $67,144.99, who
collectively own all of the PIK Notes.
The Company is currently in discussions with OrbiMed, ROS and
certain of the other holders of the Notes regarding these January
15, 2017 interest payments, and has proposed that they be paid
either in shares of Common Stock of the Company valued at 90% of
the 20 day volume weighted average price of the Common Stock as
of January 15, 2017, or to new convertible promissory notes (the
New Notes) issued to the Note holders bearing interest at the
rate of 6.00%, with a maturity date of August 1, 2021, and
convertible into Common Stock of the Company at a 20% premium to
the 20 day volume weighted average price of the Common Stock as
of January 15, 2017. The Company, OrbiMed and ROS are also in
discussions about adding the deferred interest to the principal
amount of the Facility if the interest on the Notes and PIK Notes
is paid in Common Stock or if the New Notes are issued. No
assurance can be given that the discussions with the Note holders
will be successful or that, whether or not the discussions are
successful, OrbiMed and ROS will agree to add the deferred
interest to the principal amount of the Facility. The Company
does not have cash on hand to satisfy all of its January interest
obligations under the Facility, the Notes and the PIK Notes. Any
failure of the Company to successfully negotiate the interest
obligations will result in the Company being in default under the
Facility, the Notes, the PIK Notes and, due to the cross defaults
thereunder, under the Loan and Security Agreement, dated May 25,
2016, with Silicon Valley Bank.
| Item 9.01. | Financial Statements and Exhibits. |
(d)Exhibits.
| Exhibit No. | Description | |
| 10.1 |
Seventh Amendment to Amended and Restated Credit Agreement, dated as of December 31, 2016, 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. |
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 -0.010 at 0.540 with 76,717 shares trading hands.