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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Xtant Medical Holdings Inc | AMEX:XTNT | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.01 | -1.16% | 0.851 | 0.908 | 0.835 | 0.87 | 65,585 | 20:51:37 |
CUSIP No. 98420P100
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Page 2 of 14 Pages
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1
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NAME OF REPORTING PERSONS
OrbiMed Advisors LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
☐
(b)
☐
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|||||
3
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SEC USE ONLY
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|||||
4
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SOURCE OF FUNDS (See Instructions)
AF
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|||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0
|
||||
8
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SHARED VOTING POWER
2,838,903 (1)
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|||||
9
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SOLE DISPOSITIVE POWER
0
|
|||||
10
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SHARED DISPOSITIVE POWER
2,838,903 (1)
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|||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,838,903 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |
☐
|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.82% (2)
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|||||
14
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TYPE OF REPORTING PERSON (See Instructions)
IA
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(1) |
Evidenced by (i) 2,751,184 shares of the Issuer’s Common Stock (“Shares”) and (ii) 87,719 Shares issuable upon the exercise of warrants to purchase Shares (the “Warrants”).
|
(2) |
This percentage is calculated based upon 18,178,792 Shares of the Issuer outstanding on January 11, 2018, as set forth in the Issuer’s preliminary proxy statement dated January 11, 2018 relating to its special meeting of stockholders to be held on February 13, 2018, and includes an additional
87,719 Shares issuable upon the exercise of the Warrants, and 2,275,745 Shares issued on January 17, 2018 upon conversion of $1.627 million original principal amount, plus accrued interest, of the Issuer’s convertible notes
.
|
CUSIP No. 98420P100
|
Page 3 of 14 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
Samuel D. Isaly
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
☐
(b)
☐
|
|||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
2,838,903 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
2,838,903 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,838,903 (1)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.82% (2)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1) |
Evidenced by (i) 2,751,184 shares of the Issuer’s Common Stock (“Shares”) and (ii) 87,719 Shares issuable upon the exercise of warrants to purchase Shares (the “Warrants”).
|
(2) |
This percentage is calculated based upon 18,178,792 Shares of the Issuer outstanding on January 11, 2018, as set forth in the Issuer’s preliminary proxy statement dated January 11, 2018 relating to its special meeting of stockholders to be held on February 13, 2018, and includes an additional
87,719 Shares issuable upon the exercise of the Warrants, and 2,275,745 Shares issued on January 17, 2018 upon conversion of $1.627 million original principal amount, plus accrued interest, of the Issuer’s convertible notes
.
|
Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
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Item 3. |
Source and Amount of Funds or Other Consideration
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer
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Item 6. |
Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
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(a) |
Through December 31, 2018, the Issuer will have the option at its sole discretion (i) to pay “payment-in-kind” (“
PIK
”) interest at LIBOR plus 12% or (ii) pay cash interest at LIBOR plus 10%.
|
(b) |
Beginning January 1, 2019 through June 30, 2019, the Issuer will have the option at its sole discretion to either (i) pay PIK interest at LIBOR plus 15% or (ii) pay cash interest at LIBOR plus 10%.
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(c) |
Beginning July 1, 2019 through the maturity date of the New Facility, the Issuer will pay cash interest at LIBOR plus 10%.
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(d) |
All prepayment or repayment fees under the New Facility will be reduced from 9% to 1%.
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(e) |
The following financial covenants will be revised as follows:
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(i) |
The Issuer will be required to maintain a minimum Adjusted EBITDA as follows:
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Testing Period
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Minimum Adjusted EBITDA
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Three quarter period ended September 30, 2018
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$2.2 million
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Four quarter period ended December 31, 2018
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$4.0 million
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Four quarter period ended March 31, 2019
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$5.5 million
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Four quarter period ended June 30, 2019
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$7.0 million
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Four quarter period ended September 30, 2019
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$8.5 million
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Four quarter period ended December 31, 2019
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$10 million
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Four quarter period ended March 31, 2020
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The greater of (a) $10 million or (b) 75% of projected Adjusted EBITDA for such period pursuant to projections, based on good faith estimates and assumptions believed to be reasonable at the time made, delivered to ROS no later than December 31, 2019
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Four quarter period ended June 30, 2020
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The greater of (a) $10 million or (b) 75% of projected Adjusted EBITDA for such period pursuant to projections, based on good faith estimates and assumptions believed to be reasonable at the time made, delivered to ROS no later than December 31, 2019
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(ii) |
The minimum liquidity of the Issuer shall be $500,000 at all times.
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(iii) |
The minimum revenue base covenant will not be applicable for quarters ended after December 31, 2017.
|
(iv) |
The Issuer will maintain a consolidated senior leverage ratio as follows:
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Four Fiscal Quarters Ended
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Consolidated Senior Leverage Ratio
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June 30, 2019
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10.00:1.00
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September 30, 2019
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10.00:1.00
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December 31, 2019
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8.00:1.00
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March 31, 2020
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7.00:1.00
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June 30, 2020
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7.00:1.00
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Item 7. |
Materials to Be Filed as Exhibits
|
Exhibit
|
Description
|
1.
|
Joint Filing Agreement among OrbiMed Advisors LLC and Samuel D. Isaly.
|
2.
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Indenture dated as of July 31, 2015, between Xtant Medical Holdings, Inc. and Wilmington Trust, National Association, a national banking association, as Trustee (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on August 3, 2015).
|
3.
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Securities Purchase Agreement (for sale of the Indenture Notes), dated January 17, 2017, among Xtant Medical Holdings, Inc., ROS Acquisition Offshore LP and OrbiMed Royalty Opportunities II, LP (incorporated by reference to Exhibit 10.6 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on January 20, 2017).
|
4.
|
Convertible Promissory Note in the principal amount of $564,300, dated January 17, 2017, made by Xtant Medical Holdings, Inc. in favor of OrbiMed Royalty Opportunities II, LP
(incorporated by reference to Exhibit 10.8 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on January 20, 2017).
|
5.
|
Convertible Promissory Note in the principal amount of $
995,700
, dated January 17, 2017, made by Xtant Medical Holdings, Inc. in favor of
ROS Acquisition Offshore LP
(incorporated by reference to Exhibit 10.7 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on January 20, 2017).
|
6.
|
Securities Purchase Agreement, dated April 14, 2016, among Xtant Medical Holdings, Inc., ROS Acquisition Offshore LP and OrbiMed Royalty Opportunities II, LP
(incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on April 19, 2016).
|
7.
|
Convertible Promissory Note, dated April 14, 2016, made by Xtant Medical Holdings, Inc. in favor of ROS Acquisition Offshore LP (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on April 19, 2016).
|
8.
|
Convertible Promissory Note, dated April 14, 2016, made by Xtant Medical Holdings, Inc. in favor of OrbiMed Royalty Opportunities II, LP (incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on April 19, 2016).
|
9.
|
Securities Purchase Agreement (for sale of the PIK Notes), dated January 17, 2017, among Xtant Medical Holdings, Inc., ROS Acquisition Offshore LP and OrbiMed Royalty Opportunities II, LP (incorporated by reference to Exhibit 10.10 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on January 20, 2017).
|
10.
|
Convertible Promissory Note in the principal amount of $24,288.41, dated January 17, 2017, made by Xtant Medical Holdings, Inc. in favor of OrbiMed Royalty Opportunities II, LP
(incorporated by reference to Exhibit 10.12 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on January 20, 2017).
|
11.
|
Convertible Promissory Note in the principal amount of $
42,856.59
, dated January 17, 2017, made by Xtant Medical Holdings, Inc. in favor of
ROS Acquisition Offshore LP
(incorporated by reference to Exhibit 10.11 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on January 20, 2017).
|
12.
|
Restructuring and Exchange Agreement (the “Restructuring Agreement”) among Xtant Medical Holdings, Inc., ROS Acquisition Offshore LP, OrbiMed Royalty Opportunities II, LP, Bruce Fund, Inc., Park West Partners International, Limited, Park West Investors Master Fund, Limited, and Telemetry Securities, L.L.C.
(incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on January 12, 2018).
|
13.
|
Support Agreement, dated January 11, 2018, by and among
Xtant Medical Holdings, Inc., ROS Acquisition Offshore LP, OrbiMed Royalty Opportunities II, LP and the equityholders of Xtant Medical Holdings, Inc. scheduled therein (incorporated by reference to Annex B to the Preliminary Proxy Statement filed with the SEC by Xtant Medical Holdings, Inc. on January 11, 2018).
|
14.
|
Form of Investor Rights Agreement among Xtant Medical Holdings, Inc., ROS Acquisition Offshore LP, OrbiMed Royalty Opportunities II, LP, Park West Partners International and Limited, Park West Investors Master Fund, Limited (incorporated by reference to Exhibit D to Exhibit 10.1 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on January 12, 2018).
|
15.
|
Form of Registration Rights Agreement (incorporated by reference to Exhibit F to Exhibit 10.1 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on January 12, 2018).
|
16. |
Sixth Amendment, dated as of January 17, 2018, between Xtant Medical Holdings, Inc., ROS Acquisition Offshore LP, and OrbiMed Royalty Opportunities II, LP.
|
OrbiMed Advisors LLC
|
||||
By:
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/s/ Samuel D. Isaly
|
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Name:
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Samuel D. Isaly
|
|||
Title:
|
Managing Member
|
Samuel D. Isaly
|
|||
By:
|
/s/ Samuel D. Isaly
|
||
Samuel D. Isaly
|
|||
Name
|
Position with Reporting
Person |
Principal Occupation
|
Samuel D. Isaly
|
Managing Member
|
Managing Member
OrbiMed Advisors LLC |
Carl L. Gordon
|
Member
|
Member
OrbiMed Advisors LLC |
Sven H. Borho
German and Swedish Citizen |
Member
|
Member
OrbiMed Advisors LLC |
Jonathan T. Silverstein
|
Member
|
Member
OrbiMed Advisors LLC |
W. Carter Neild
|
Member
|
Member
OrbiMed Advisors LLC |
Geoffrey C. Hsu
|
Member
|
Member
OrbiMed Advisors LLC |
Evan D. Sotiriou
|
Chief Financial Officer
|
Chief Financial Officer
OrbiMed Advisors LLC |
Exhibit
|
Description
|
1.
|
Joint Filing Agreement among OrbiMed Advisors LLC and Samuel D. Isaly.
|
2.
|
Indenture dated as of July 31, 2015, between Xtant Medical Holdings, Inc. and Wilmington Trust, National Association, a national banking association, as Trustee (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on August 3, 2015).
|
3.
|
Securities Purchase Agreement (for sale of the Indenture Notes), dated January 17, 2017, among Xtant Medical Holdings, Inc., ROS Acquisition Offshore LP and OrbiMed Royalty Opportunities II, LP (incorporated by reference to Exhibit 10.6 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on January 20, 2017).
|
4.
|
Convertible Promissory Note in the principal amount of $564,300, dated January 17, 2017, made by Xtant Medical Holdings, Inc. in favor of OrbiMed Royalty Opportunities II, LP
(incorporated by reference to Exhibit 10.8 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on January 20, 2017).
|
5.
|
Convertible Promissory Note in the principal amount of $
995,700
, dated January 17, 2017, made by Xtant Medical Holdings, Inc. in favor of
ROS Acquisition Offshore LP
(incorporated by reference to Exhibit 10.7 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on January 20, 2017).
|
6.
|
Securities Purchase Agreement, dated April 14, 2016, among Xtant Medical Holdings, Inc., ROS Acquisition Offshore LP and OrbiMed Royalty Opportunities II, LP
(incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on April 19, 2016).
|
7.
|
Convertible Promissory Note, dated April 14, 2016, made by Xtant Medical Holdings, Inc. in favor of ROS Acquisition Offshore LP (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on April 19, 2016).
|
8.
|
Convertible Promissory Note, dated April 14, 2016, made by Xtant Medical Holdings, Inc. in favor of OrbiMed Royalty Opportunities II, LP (incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on April 19, 2016).
|
9.
|
Securities Purchase Agreement (for sale of the PIK Notes), dated January 17, 2017, among Xtant Medical Holdings, Inc., ROS Acquisition Offshore LP and OrbiMed Royalty Opportunities II, LP (incorporated by reference to Exhibit 10.10 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on January 20, 2017).
|
10.
|
Convertible Promissory Note in the principal amount of $24,288.41, dated January 17, 2017, made by Xtant Medical Holdings, Inc. in favor of OrbiMed Royalty Opportunities II, LP
(incorporated by reference to Exhibit 10.12 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on January 20, 2017).
|
11.
|
Convertible Promissory Note in the principal amount of $
42,856.59
, dated January 17, 2017, made by Xtant Medical Holdings, Inc. in favor of
ROS Acquisition Offshore LP
(incorporated by reference to Exhibit 10.11 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on January 20, 2017).
|
12.
|
Restructuring and Exchange Agreement (the “Restructuring Agreement”) among Xtant Medical Holdings, Inc., ROS Acquisition Offshore LP, OrbiMed Royalty Opportunities II, LP, Bruce Fund, Inc., Park West Partners International, Limited, Park West Investors Master Fund, Limited, and Telemetry Securities, L.L.C.
(incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on January 12, 2018).
|
13.
|
Support Agreement, dated January 11, 2018, by and among
Xtant Medical Holdings, Inc., ROS Acquisition Offshore LP, OrbiMed Royalty Opportunities II, LP and the equityholders of Xtant Medical Holdings, Inc. scheduled therein (incorporated by reference to Annex B to the Preliminary Proxy Statement filed with the SEC by Xtant Medical Holdings, Inc. on January 11, 2018).
|
14.
|
Form of Investor Rights Agreement among Xtant Medical Holdings, Inc., ROS Acquisition Offshore LP, OrbiMed Royalty Opportunities II, LP, Park West Partners International and Limited, Park West Investors Master Fund, Limited (incorporated by reference to Exhibit D to Exhibit 10.1 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on January 12, 2018).
|
15.
|
Form of Registration Rights Agreement (incorporated by reference to Exhibit F to Exhibit 10.1 to the Form 8-K filed with the SEC by Xtant Medical Holdings, Inc. on January 12, 2018).
|
16. |
Sixth Amendment, dated as of January 17, 2018, between Xtant Medical Holdings, Inc., ROS Acquisition Offshore LP, and OrbiMed Royalty Opportunities II, LP.
|
1 Year Xtant Medical Chart |
1 Month Xtant Medical Chart |
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