Attached files
| file | filename |
|---|---|
| EX-14.2 - Xtant Medical Holdings, Inc. | v208341_ex14-2.htm |
| EX-14.1 - Xtant Medical Holdings, Inc. | v208341_ex14-1.htm |
| EX-10.14 - Xtant Medical Holdings, Inc. | v208341_ex10-14.htm |
| EX-99.1 - Xtant Medical Holdings, Inc. | v208341_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): January 14, 2011
|
Bacterin International Holdings,
Inc.
|
|
(Exact
Name of Registrant as Specified in Its Charter)
|
|
Delaware
|
|
(State
or Other Jurisdiction of
Incorporation)
|
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333-158426
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20-5313323
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
600 Cruiser Lane
Belgrade,
Montana
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59714
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(406) 388-0480
|
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(Registrant’s Telephone
Number, Including Area Code)
|
|
(Former
Name or Former Address, if Changed Since Last
Report)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
|
Item 2.03
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Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement of a Registrant.
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Effective
January 14, 2011, Bacterin International Holdings, Inc. (the “Company”)
entered into a Loan and Security Agreement (the “LSA”) with Bridge Bank,
National Association (“Bridge Bank”) whereby Bridge Bank agreed to
provide a two year revolving credit facility which allows the Company to borrow
up to the lesser of (i) 80% of the Company’s accounts receivable, or (ii) $3
million, increasing to $5 million if the Company achieves two consecutive
quarters of profitability of at least $4 million in the aggregate. Amounts
advanced will carry interest at the Bridge Bank prime rate plus 2.25% (subject
to a minimum prime rate of 4%) and will be secured by the Company’s accounts
receivable and other personal property. A copy of the LSA is attached as an
exhibit to this 8-K.
|
Item
5.05
|
Amendment
to the Registrant's Code of Ethics, or Waiver of a Provision of the Code
of Ethics.
|
Effective
January 14, 2011, the Company adopted a Code of Ethics for all directors,
officers and employees, as well as a Code of Ethics for the CEO and Senior
Financial Officials. These policies are attached as exhibits to this 8-K, and we
anticipate that we will also post these policies on our website at www.bacterin.com.
|
Item 7.01
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Regulation
FD Disclosure.
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A copy of
a press release entitled “Bacterin International Holdings Secures $5,000,000
Credit Facility with Bridge Bank” 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.
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Item 9.01.
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Financial Statements and
Exhibits.
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(d) Exhibits.
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Exhibit No
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Description
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|
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10.14
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Loan
and Security Agreement as of January 14, 2011 by and between Bridge Bank,
National Association and Bacterin International, Inc. and Bacterin
International Holdings, Inc.
|
|
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14.1
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Code
of Conduct
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14.2
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Code
of Ethics for the CEO and Senior Financial Officials
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|
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99.1
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Press
release of Bacterin International Holdings, Inc. dated January 19, 2011
entitled “Bacterin International Holdings Secures $5,000,000 Credit
Facility with Bridge Bank”
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Dated:
January 19, 2011
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BACTERIN INTERNATIONAL
HOLDINGS, INC.
|
|
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By:
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/s/ Guy S. Cook
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|
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Name: Guy
S. Cook
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||
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Title: President
and Chief Executive
Officer
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||
EXHIBIT
INDEX
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Exhibit No
|
Description
|
|
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10.14
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Loan
and Security Agreement as of January 14, 2011 by and between Bridge Bank,
National Association and Bacterin International, Inc. and Bacterin
International Holdings, Inc.
|
|
|
14.1
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Code
of Conduct
|
|
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14.2
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Code
of Ethics for the CEO and Senior Financial Officials
|
|
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99.1
|
Press
release of Bacterin International Holdings, Inc. dated January 19, 2011
entitled “Bacterin International Holdings Secures $5,000,000 Credit
Facility with Bridge Bank”
|