SecProbe.io

Mail Stop 4720
January 15, 2016

John Gandolfo
Chief Financial Officer
Xtant Medical Holdings, Inc.
664 Cruiser Lane
Belgrade, Montana 59714

Re: Xtant Medical Holdings, Inc.
  Registration Statement on Form S -1
Filed December 21, 2015
  File No. 333 -208677

Dear Mr. Gandolfo :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in res ponse to these  comments, we may have additional comments.

1. Given the nature of the offering and its size relative to the number of shares outstanding
held by non -affiliates, the transaction appears to be a primary offering. Because you do
not appear to b e eligible to conduct a primary offering on Form S -3, you do not appear to
be eligible to conduct an at -the-market offering under Rule 415(a)(4). Please revise to fix
the price at which the shares will be sold and name the selling securityholders as
underw riters. If you disagree, p lease tell us your basis for determining that the transaction
is appropriately characterized as a transaction that is eligible to be made on a shelf basis
under Rule 415(a)(1)(i). In your analysis, please address the following amo ng any other
relevant factors:

 The number of shares being offered relative to the number of your currently
outstanding shares held by non -affiliates;
 The number of selling securityholders and the percentage of the overall offering made
by each securityho lder;

John Gandolfo
Xtant Medical Holdings, Inc.
January 15, 2016
Page 2

  The date on which and the manner i n which each selling securityholder  received the
shares and/or the overlying securities;
 The relation ship of each selling securityholder  with the company, including an
analysis of whether the selling securityholder  is an affiliate of the company;
 Any relationship s among the selling securityholders ;
 The re lationship of each selling security holder with the company, including an
analysis of  whether the selling securityholder  is an affiliate of the company;
 Any relat ionships am ong the selling securityholders ;
 The dollar value of the shares registered in relation to the proceeds that the company
receiv ed from the selling securityholders  for the securities, excluding amounts of
proceeds that were returned (or will be r eturned) to th e selling securityholders  and/or
their affiliates in fees or other payments;
 The di scount at which the securityholders  will purchase the common stock underlying
the convertible notes (or any related security, such as a warrant or option) upo n
conversion or exercise; and
 Whether or not  any of the selling securityholders  is in the business of buying and
selling securities.

2. We note your disclosure on pages 99, 100 and 102 that certain selling securityholders are
broker -dealers .  Please iden tify each of these selling securityholders as underwriters in
the Plan of Distribution on page 101.

3. Please update your registration statement to include the disclosures required by Item 402
of Regulation S -K for yo ur last completed fiscal year. For guidance, please refer to Item
217.11 of the Regulation S -K Compliance and Disclosure Interpretations, ava ilable on
the Commission’s website.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event  you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing e ffective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

John Gandolfo
Xtant Medical Holdings, Inc.
January 15, 2016
Page 3

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the feder al
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those  requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.   Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Tara Keating Brooks at (202) 551 -8336 or Mary Beth Breslin at (202)
551-3625 with any questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Office of Healthcare and Insurance

cc:  Jill Gilpin , Esq.