Xtant Medical shares change hands in major stock purchase

Xtant Medical (TASE:BLWV) Holdings (NYSE:XTNT), Inc. (NYSE American:XTNT), a company specializing in biological products, announced a significant stock transaction on Monday. In a material definitive agreement, Xtant Medical's majority stockholders, affiliated with OrbiMed Advisors, sold approximately 73.1 million shares to Nantahala Capital Management, LLC and other investors at $0.42 per share. The transaction price represents a premium to the current market price of $0.38, with the stock showing significant volatility recently, according to InvestingPro data.

The transaction, which took place on April 10, 2025, was privately negotiated and saw OrbiMed Advisors affiliates divest all their shares in Xtant Medical. Following the deal, Nantahala, already a stockholder, will hold 49.1% of the issued and outstanding shares of common stock, becoming the largest shareholder. The company, currently valued at $52.85 million, appears undervalued according to InvestingPro's Fair Value analysis.

In conjunction with the stock sale, Xtant Medical entered into a registration rights agreement with the purchasers on the same day. The company committed to file a shelf resale registration statement with the SEC within 30 days post-closing, aiming for its effectiveness within 60 days, or 90 days should the SEC review it. This agreement obligates Xtant Medical to register the resale of the shares sold and to cover all related costs and indemnifications.

Additionally, Xtant Medical amended its credit agreements with MidCap Financial Trust to reflect the new ownership structure. The amendments adjust the "Change in Control" definition, raising the ownership threshold from 40% to 49.9%, ensuring that Nantahala's increased stake does not trigger a change in control.

The closing of the stock sale is expected to occur promptly after all closing conditions are met. Notably, analysts maintain a positive outlook on Xtant Medical, with price targets ranging from $1.50 to $2.00, suggesting significant upside potential. The transaction and subsequent agreements are detailed in the Form 8-K filed with the SEC on April 11, 2025, which serves as the source of this information. For comprehensive analysis and additional insights, including 6 more ProTips and detailed financial metrics, visit InvestingPro.

In other recent news, Xtant Medical Holdings reported its fourth-quarter 2024 financial results, revealing a revenue of $31.5 million, which represents a 12% increase from the previous year. However, the company recorded a loss per share of $0.02, slightly missing the forecasted loss of $0.01. The gross margin for the quarter decreased to 50.8% from 61% the previous year, largely due to inventory charges related to Surgalign and efforts to optimize products in the OrthoBiologics sector. Despite these challenges, Xtant Medical achieved a positive adjusted EBITDA of $438,000, marking an improvement from a previous negative figure.

BTIG analysts responded by lowering their price target for Xtant Medical from $3.00 to $2.00 but maintained a Buy rating on the stock. Xtant Medical's guidance for fiscal year 2025 projects revenues between $126 million and $130 million, indicating an 8-11% growth, though this is below the consensus estimate of $132.8 million. The company plans to focus on achieving cash flow positivity by the end of 2025 without the need for additional capital raising. Management has highlighted a strategic shift towards the OrthoBiologics sector, aiming for mid-double-digit growth, while hardware revenue is expected to remain stable or slightly decline. Xtant Medical has also announced plans for new product launches and innovations in 2025, which are expected to contribute to future growth.

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