Attached files
file | filename |
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8-K - Xtant Medical Holdings, Inc. | v189505_8k.htm |
EX-3.1 - Xtant Medical Holdings, Inc. | v189505_ex3-1.htm |
EX-2.1 - Xtant Medical Holdings, Inc. | v189505_ex2-1.htm |
EX-4.1 - Xtant Medical Holdings, Inc. | v189505_ex4-1.htm |
EX-10.1 - Xtant Medical Holdings, Inc. | v189505_ex10-1.htm |
EXHIBIT
99.1
Bacterin International Holdings,
Inc. Completes
|
Merger and $7.5 Million
Raise
|
Belgrade
MT – June 30, 2010 – Bacterin International, Inc. “(Bacterin”), a Nevada
company, today announced that it has completed a reverse merger transaction with
Bacterin International Holdings, Inc. f/k/a K-Kitz (the “Company”), in which the
Company caused its wholly-owned subsidiary to be merged with and into Bacterin,
with Bacterin as the surviving company. Concurrently with the closing
of the merger, the Company also completed a private placement of common stock
and warrants to purchase common stock to accredited investors, and received
gross proceeds of approximately $7,508,000 at the closing of the private
placement.
As a
result of, the merger, the Company has terminated its prior business and is now
engaged, through Bacterin, solely in the business of biomaterials research, development, and
commercialization. Bacterin is in the process of expanding its
intellectual property base and has successfully leveraged its technical
expertise and knowledge of biofilms into multiple product areas. Bacterin
markets its products through its in-house sales force and select distributors.
To further its growth opportunities, Bacterin has established partnerships with
major medical device manufacturers and provider networks, in addition to the
vast universe of private and unaffiliated hospital and surgical practices to
which it markets. Bacterin also maintains an ongoing product development of
innovative tissue constructs and bioactive coated devices. Revenues
for Bacterin come from product manufacturing, sales, distribution, licensing
agreements and grants.
Before
the merger, the Company’s corporate name was K-Kitz, Inc., and its trading
symbol was KKTZ.OB. On June 29, 2010, the Company changed its
corporate name to “Bacterin International Holdings, Inc.” which name change will
become effective for trading purposes on July 1, 2010. The Company
intends to request a trading symbol change to correspond with its name change at
the appropriate time and in accordance with current FINRA regulations that went
into effect June 1, 2010. Accordingly, the trading symbol for the Company will
remain KKTZ.OB until such time as the Company moves to another market or
otherwise can effect a trading symbol change through FINRA.
In
connection with the merger, the Company also completed an initial closing of a
private placement to selected qualified investors of shares of its common stock
at a purchase price of $1.60 per share and detachable warrants to purchase
one-quarter of a share of its common stock (at an exercise price of $2.50 per
share) for each share purchased. In total, the Company sold 4,934,534
shares of its common stock and warrants to purchase 1,233,634 shares of its
common stock in the initial closing (excluding shares and warrants issued to the
placement agent). The Company may sell up to an additional 6,268,472 shares of
common stock and warrants to purchase 1,567,118 shares of common stock to
investors that participated in the initial closing, management and certain note
holders until July 30, 2010, when the offering period expires. The
Company received gross proceeds of $7,508,329 in consideration for the sale of
the shares of common stock and warrants, which consisted of (i) $4,026,000 from
investors in the private placement, which included directors and executive
officers of the Company, and (ii) $3,482,329 from note holders in an earlier
Bacterin bridge financing who converted certain principal and interest
outstanding under their notes into the private placement at a 10 percent
discount to the purchase price therein, being $1.44 per share, and received
warrants with a 10% discounted exercise price of $2.25. The Company
intends to use the cash proceeds of approximately $4,000,000 from the
capital raise to pay expenses associated with the merger and private placement
and for working capital, including the expansion of its sales
force.
1
Following
the completion of the merger and the initial closing under the private
placement, the Company now has approximately 34.4 million shares outstanding and
44.9 million fully diluted shares.
Middlebury Securities, LLC, a wholly
owned subsidiary of Middlebury Group, LLC acted as sole placement agent in
connection with the private placement.
"Today launches a new era for
our company. The funds raised will be utilized to expand our sales
force and increase our marketing activities,” commented Guy Cook, president and
founder of Bacterin and the president and CEO of the newly merged
Company. “Our scientifically advanced biologic products, which we
believe provide superior surgical outcomes in a more cost effective manner, are
FDA approved and reimbursed by all insurance providers, and as of May 2010,
available in over 6,000 medical institutions. With the cash infusion
from this raise, we will be able to accelerate the build-out of our biologics
direct sales force to address the growing demand for our revolutionary bone
graft material allowing us to remain confident in achieving our forecasted
revenue and profit goals. The increase in our planned sales efforts
will effectively support the achievement of the company’s revenue goal of $20.6
million for 2010, and should enhance its growth pace for the foreseeable
future.”
About the Company and
Bacterin
The
Company’s sole business is now to hold and operate Bacterin. Bacterin
processes and markets innovative, biologic allografts for transplantation. The
Company’s products, OsteoSpongeÒ, OsteoSpongeÒ SC and OsteoWrapÒ, are made from
demineralized bone that is malleable and flexible, which enables more efficient
and precise handling. It also markets BacFastÒ and OsteoLockÒ, which are used in spine
surgery, designed to minimize graft back-out, and increase osteoinductivity.
Bacterin’s latest allograft, OsteoSelectÒ DBM Putty has excellent
handling characteristics and is distributed as a sterile product, with
osteoinductivity testing completed on every lot after terminal
sterilization. Headquartered in Belgrade, Montana, Bacterin operates
a 32,000 sq. ft., state-of-the-art, fully compliant and FDA registered facility,
equipped with five “Class 100” clean rooms.
2
This
news release contains disclosures that are forward-looking statements.
Forward-looking statements include statements that are predictive in nature,
that depend upon or refer to future events or conditions, or that include words
such as "continue," "efforts," "expects," "anticipates," "intends," "plans,"
"believes," "estimates," "projects," "forecasts," "strategy," "will," "goal,"
"target," "prospects," "potential," "optimistic," "confident," "likely,"
"probable" or similar expressions. These forward-looking statements are based on
current expectations or beliefs and include, but are not limited to, statements
about maximizing gross profit dollars and the Company's potential to achieve top
and bottom line growth. Statements of historical fact also may be deemed to be
forward-looking statements. We caution that these 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
company's ability to meet its obligations under existing and anticipated
contractual obligations; the company's ability to develop, market, sell and
distribute desirable applications, products and services and to protect its
intellectual property; the ability and willingness of third-party manufacturers
to timely and cost-effectively fulfill orders from the company; the ability of
the company's customers to pay and the timeliness of such payments, particularly
during recessionary periods; the company's ability to obtain financing as and
when needed; changes in consumer demands and preferences; the company's ability
to attract and retain management and employees with appropriate skills and
expertise; the impact of changes in market, legal and regulatory conditions and
in the applicable business environment, including actions of competitors; and
other factors. 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.
Contacts:
Bacterin
International Holdings, Inc.
Guy Cook,
President
(406)
388-0480
GCook@bacterin.com
Grannus
Financial Advisors, Inc.
Yvonne
Zappulla, managing director
1120
Avenue of the Americas, 4th Floor
New York,
New York 10036
(212)
681-4108
Yvonne@grannusfinancial.com
3