UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 27, 2020

XTANT MEDICAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

(406) 388-0480

(Registrant’s telephone number, including area code)

Not Applicable

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company       [  ]

If 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.      [  ]

Xtant Medical Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan

On October 27, 2020, the stockholders of Xtant Medical Holdings, Inc. (the “Company”), upon recommendation of the Board of Directors of the Company (the “Board”), approved the Xtant Medical Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Amended 2018 Plan”) at the 2020 annual meeting of stockholders. The Amended 2018 Plan incorporates certain amendments, including an increase in the number of shares of common stock of the Company (“Common Stock”) available for issuance thereunder by an additional 5,550,308 shares and a new limit on overall non-employee director compensation of $400,000 per year or $600,000 in the case of a non-employee chairman, lead independent director, or non-employee director in the first year of service on the Board. The Board previously approved the Amended 2018 Plan, subject to approval by the Company’s stockholders, on September 2, 2020.

The Amended 2018 Plan became effective immediately upon approval by the Company’s stockholders. The other terms of the Xtant Medical Holdings, Inc. 2018 Equity Incentive Plan remain unchanged. The Amended 2018 Plan will expire on July 31, 2028, unless terminated earlier by the Board. The Amended 2018 Plan permits the Board, or a committee thereof, to grant to eligible employees, non-employee directors, and consultants of the Company non-statutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards, and other stock-based awards. The Board may select Amended 2018 Plan participants and determine the nature and amount of awards to be granted.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Amended 2018 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. A more detailed summary of the Amended 2018 Plan can be found in the definitive proxy statement for the Company’s 2020 annual meeting of stockholders filed with the Securities and Exchange Commission (the “SEC”) on September 10, 2020.

The Company held its 2020 annual meeting of stockholders (the “Annual Meeting”) on October 27, 2020. As of the close of business on September 1, 2020, the record date for the Annual Meeting, there were 13,240,831 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock was entitled to one vote. Stockholders holding an aggregate of 11,814,207 shares of Common Stock entitled to vote at the Annual Meeting, representing 89% of the outstanding shares of Common Stock as of the record date, and which constituted a quorum thereof, were present in person or represented by proxy at the Annual Meeting.

At the Annual Meeting, the Company’s stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the SEC on September 10, 2020.

The final results of such stockholder voting on each proposal brought before the Annual Meeting are set forth below:

(d) Exhibits.

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.

Date: October 28, 2020