Full Press Release Details
Medical Announces Definitive Agreements for the Sale of its Coflex and CoFix Spinal Implants and All
OUS Businesses to Companion Spine
expected to facilitate enhanced focus on Xtant's core businesses
consideration of approximately $19.2 million allows Xtant to
outstanding debt and improve liquidity
Mont., July 7, 2025 -- Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical
solutions for the treatment of spinal, orthopedic, and woundcare disorders, today announced that the company has entered into agreements
to sell certain Coflex and CoFix interlaminar stabilization implant assets and all OUS entities of Paradigm
Spine GmbH, to Companion Spine, LLC, a French-American company fully dedicated to posterior dynamic spine stabilization and motion preservation
systems for the treatment of spine and back pain. Companion Spine is a portfolio company of Viscogliosi Brothers, LLC, a family-owned
investment firm specializing in the neuro-musculoskeletal space.
proceeds of the transaction total $19.2 million, consisting of $11 million in cash at closing and $8.2 million in short-term seller financing.
Xtant expects to use the proceeds to reduce long-term debt and provide additional cash liquidity. The transaction is expected to close
in the third quarter of 2025. As part of the transaction, Companion Spine expects to transition certain members of the Xtant U.S. and
international commercial organizations, who will continue to support these products.
Browne, President and CEO of Xtant Medical, stated, "This transaction is a significant step for us as we focus on our core business
- the development of higher-margin, best-in-class orthobiologics - while also strengthening our balance sheet and streamlining our operations.
At the same time, these franchises will be in great hands given the Viscogliosi Brothers' proven track record of successful commercial
execution in the neuro-musculoskeletal space. We believe they, along with Companion Spine, are the ideal partners to continue driving
the growth of Coflex, CoFix, HPS, and related spinal fixation technologies. This transaction places Paradigm Spine with a team of people
who are well-equipped to complete the remaining clinical and regulatory work and take these fantastic technologies to the next level.
We look forward to completing this transaction in a timely manner."
G. Viscogliosi, Principal at Viscogliosi Brothers, LLC, and Co-founder, Executive Chairman and CEO of Companion Spine, added, "The
addition of these spine implant solutions will significantly strengthen Companion Spine's product solutions portfolio, reinforcing
our commitment to innovation and excellence in spine care. We are confident this will position us to better serve the needs of pain management
physicians, spine surgeons, and their patients on a global scale, strengthening specifically our presence in the U.S. This acquisition
will position us as the largest posterior and cervical dynamic stabilization franchise business in the world."
transaction is subject to Companion Spine obtaining financing and other customary closing conditions.
with the execution of the definitive agreements, $2.5 million of the aggregate purchase price was paid to Xtant as a non-refundable cash
deposit, except in the event Companion Spine terminates the Coflex/CoFix agreement due to certain breaches by Xtant under the agreement.
Up to two additional $2.5 million cash deposits may be paid to Xtant by Companion Spine in the event it requires extra time to obtain
financing. Assuming Companion receives its funding, it would pay Xtant an additional $8.5 million at or prior to closing, along with
a further $8.2 million in the form of an unsecured promissory note to be issued by Companion Spine to Xtant. The promissory note will
mature on December 31, 2025.
Medical will provide a further update on this transaction during its regularly scheduled second quarter results conference call in August.
Xtant Medical Holdings, Inc.
Medical's mission of honoring the gift of donation so that our patients can live as full and complete a life as possible, is the
driving force behind our company. Xtant Medical Holdings, Inc. (www.xtantmedical.com) is a global medical technology company focused
on the design, development, and commercialization of a comprehensive portfolio of orthobiologics serving the chronic and surgical wound
care and sports medicine markets, as well as spinal implant systems. Xtant people are dedicated and talented, operating with the highest
integrity to serve our customers.
symbols and denote trademarks and registered trademarks of Xtant Medical Holdings, Inc. or its affiliates, registered as
indicated in the United States, and in other countries. All other trademarks and trade names referred to in this release are the property
of their respective owners.
in 2020 in New-York, United States, and Bordeaux, France, Companion Spine is a global company specialized in the treatment of spine degenerative
conditions. Companion Spine's comprehensive system of technologies and solutions target degenerative disc disease and lumbar spine
stenosis, two of the most common indications for back and leg pain worldwide. Companion Spine proposes a portfolio of solutions that
allows spine specialists to offer their patients earlier, effective, reversible and minimally invasive alternatives to more invasive
more information, please visit: www.companion-spine.com
Viscogliosi Brothers, LLC
Brothers is a family-owned single New York City-based family office dedicated to driving growth and innovation in the neuro-musculoskeletal
industry. Established in 1999, the firm focuses on identifying and building groundbreaking innovations in healthcare, aiming to address
unmet clinical needs, enhance patient outcomes, and drive cost efficiency in the healthcare system. Since its inception 26 years ago,
Viscogliosi Brothers has founded, financed, operated and grown 43 businesses with operations and distribution across more than 80 countries.
These businesses have positively impacted millions of patients with cutting-edge innovations in healthcare. The firm has led the transformation
of multiple businesses in the spine industry specifically including: Spine Solutions, Spine Next, Paradigm Spine, Simplify Medical, Centinel
Spine, Companion Spine, Spine BioPharma, Woven Orthopedics Technologies and VB Spine, among others. For more information, visit https://www.vbllc.com/.
Statement Regarding Forward-Looking Statements
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, or that contain
words such as "intends," expects,'' anticipates,'' plans,''
believes,'' estimates,'' "continue," "future," will,''
"potential," similar expressions or the negative thereof, and the use of future dates. Forward-looking statements in this
release include the anticipated sale of the Company's Coflex and CoFix products and international business, the timing thereof,
and net proceeds to be received by the Company and its use thereof. The Company cautions that its forward-looking statements by their
nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including,
among others: the possibility that the sale of the Company's Coflex and CoFix products and international business are not completed
or, if completed, that the anticipated benefits of the transactions are not realized when expected or at all; the possibility that the
transactions may be more expensive to complete than anticipated; diversion of management's attention from ongoing business operations
and opportunities; the occurrence of any event, change or other circumstances that could give rise to the right of the parties to terminate
either or both transactions; exposure to potential litigation and adverse tax consequences; the Company's future operating results
and financial performance; the Company's ability to become operationally self-sustaining and less reliant on third-party manufacturers
and suppliers; the ability to engage and retain new and existing independent distributors and agents and qualified personnel and the
Company's dependence on key independent agents for a significant portion of its revenue; the effect of inflation, increased interest
rates and other recessionary factors and supply chain disruptions; the ability to service Company debt, comply with its debt covenants
and access additional indebtedness; the ability to maintain sufficient liquidity to fund its operations and obtain financing on favorable
terms or at all; and other factors. Additional risk factors are contained in the Company's Annual Report on Form 10-K for the year
ended December 31, 2024 filed with the Securities and Exchange Commission (SEC) on March 6, 2025 and subsequent SEC filings by the Company,
including without limitation its most recent Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the
SEC on May 12, 2025. Investors are encouraged to read the Company's filings with the SEC, available at www.sec.gov, for a discussion
of these and other risks and uncertainties. The Company undertakes no obligation to release publicly any revisions to any forward-looking
statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required
by law. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety
by this cautionary statement.