AND EXCHANGE COMMISSION
to Section 13 or 15(d) of The Securities Exchange Act of 1934
of Report (Date of earliest event reported): October 12, 2018
MEDICAL HOLDINGS, INC.
name of registrant as specified in its charter)
(State or other jurisdiction
of principal executive offices)
telephone number, including area code)
name or former address, if changed since last report)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
growth company [ ]
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.|
Board of Directors of Xtant Medical Holdings, Inc. (the “Company”) appointed Michael Mainelli as Interim Chief Executive
Officer, replacing Carl D. O’Connell, effective October 12, 2018.
Mainelli, age 57, has served as a member of the Board of Directors of the Company since February 2018. Mr. Mainelli was initially
elected to the Board in connection with the Company’s restructuring in February 2018. Mr. Mainelli has worked in the medical
device industry for over 25 years, serving the diagnostic imaging, surgical, and orthopedic markets. He has extensive international
experience having led operations in Japan, France, the United Kingdom and Israel. From March 2013 to May 2016, Mr. Mainelli served
as President and Chief Executive Officer of Stanmore Implants Worldwide, LTD, a UK based specialty orthopaedics company, and led
the sale of the company to Stryker Corporation. From 2008 to 2011, Mr. Mainelli was the President and Chief Executive Officer
of Active Implants Corporation, an early stage company developing an innovative meniscal implant. From 2005 to 2006, he was the
Group President of the Medical Device Segment of Intermagnetics General Corporation before the company was acquired by Royal Philips.
Mr. Mainelli was with Stryker Corporation serving in the positions of VP-Corporate Development, Assistant to the Chairman, President-Stryker
Japan and President-Stryker Spine. Prior to Stryker, he was employed by General Electric in various management roles. He has previously
served on the board of directors of Orthofix International N.V., a publicly traded medical device company, Active Implants Corporation
and Stanmore Implants Worldwide, LTD, which were venture capital backed privately-owned companies. He currently serves on the
board of directors of Autocam Medical Devices, LLC, a privately-owned medical device contract manufacturing company. He earned
a MBA from the University of Chicago, a Master of Science in Engineering from the University of Pennsylvania and a BS in Mechanical
Engineering from Northeastern University.
connection with Mr. Mainelli’s appointment as an interim officer of the Company, the Company entered into an interim executive
employment agreement and stock option award agreement with him. Under the terms of the employment agreement, Mr. Mainelli will
be paid an annual base salary of $525,000 and will be eligible to receive an annual bonus with a target bonus opportunity equal
to 75% of his annual base salary. In addition, effective October 15, 2018, the Company granted him an option to purchase 240,000
shares of the Company’s common stock under the Xtant Medical Holdings, Inc. 2018 Equity Incentive Plan (the “Plan”).
The option has a 10-year term and a per share exercise price equal to the “fair market value” (as defined in the Plan)
of the Company’s common stock on the grant date. The option will vest with respect to 10,000 of the underlying shares on
a monthly basis and will discontinue vesting in the event Mr. Mainelli no longer serves as the Company’s Chief Executive
Officer, on either an interim or permanent basis. In the event of a “change in control” of the Company (as such term
is defined in the stock option award agreement), the option will immediately vest with respect to an additional six months. The
employment agreement also contains standard confidentiality, non-competition, non-solicitation and assignment of intellectual
Company has entered into an indemnification agreement with Mr. Mainelli which may require the Company, among other things, to
indemnify Mr. Mainelli for expenses, judgments, fines and amounts paid in settlement incurred by him or on his behalf in connection
with any proceeding arising out of his service as a director or officer of the Company, or any of its subsidiaries or any other
company or enterprise to which he provides services at the Company’s request.
connection with Mr. O’Connell’s departure, the Company intends to enter into a standard and customary separation agreement
and release with Mr. O’Connell pursuant to which the Company will agree to provide him certain severance benefits as provided
in his Employment Agreement effective as of October 6, 2016, as amended, contingent upon his execution, delivery and non-revocation
of a release of claims against the Company and its subsidiaries and affiliates and compliance with certain covenants contained
foregoing summary description of the employment agreement, stock option award agreement and indemnification agreement with Mr.
Mainelli does not purport to be complete and is qualified in its entirety by reference to the full text of the employment agreement,
stock option award agreement and form of indemnification agreement, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively,
to this Current Report on Form 8-K and incorporated herein by reference.
October 15, 2018, the Company issued a press release announcing the appointment of Michael Mainelli as Interim Chief Executive
Officer, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference
Company is furnishing the information contained in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 to this
report pursuant to Item 7.01 of Form 8-K promulgated by the SEC. This information shall not be deemed to be “filed”
with the SEC for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
By filing this report and furnishing this information, the Company makes no admission as to the materiality of any information
contained in this Item 7.01 of this report and Exhibit 99.1.
Statements and Exhibits.|
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.
||XTANT MEDICAL HOLDINGS, INC.|
Kathie J. Lenzen|
Financial Officer |
October 15, 2018