SEC Comment Letter for Xtant Medical Holdings, Inc. (XTNT) (CIK 0001453593) (XTNT) — Feb 27, 2018
Xtant Medical Holdings, Inc. (XTNT) (CIK 0001453593)
Date: Feb. 27, 2018 · CIK: 0001453593 · Accession: 0000000000-18-006363
AI Filing Summary & Sentiment
File numbers found in text: 333-222918
Letter
February 27, 2018 Carl O'Connell Chief Executive Officer Xtant Medical Holdings, Inc. 664 Cruiser Lane Belgrade, Montana 59714 Re:Xtant Medical Holdings, Inc. Registration Statement on Form S-1 Filed February 7, 2018 File No. 333-222918 Dear Mr. O'Connell: 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 response to these comments, we may have additional comments. Form S-1 Filed February 7, 2018 Material U.S. Federal Income Tax Consequences, page 30 1.We note your belief that the receipt of subscription rights pursuant to the rights offering should not be treated as a taxable distribution for U.S. federal income tax purposes. A tax opinion must be filed whenever the tax consequences of a transaction are material to an investor and a representation as to tax consequences is set forth in the filing. Please file a tax opinion as an exhibit to the filing pursuant to Item 601(b)(8) of Regulation SK. For guidance, please refer to Section III.A.2, including footnote 39, of Staff Legal Bulletin No. 19 (October 14, 2011).
FirstName LastNameCarl O'Connell Comapany NameXtant Medical Holdings, Inc. June 16, 2017 Page 2 FirstName LastName Carl O'Connell Xtant Medical Holdings, Inc. February 27, 2018 Page 2 Incorporation of Certain Information by Reference, page 38 2.Since you have not yet filed your Form 10-K for the fiscal year ended December 31, 2017, you are not eligible to incorporate by reference. See General Instruction VII.C to Form S- 1. Please amend the registration statement to include all disclosure required by Form S-1, or, in the alternative, file your Form 10-K for the fiscal year ended December 31, 2017 and revise this section accordingly. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Jeffrey Gabor at 202-551-2544 or Irene Paik at 202-551-6553 with any questions. Division of Corporation Finance Office of Healthcare & Insurance cc: Wesley Robinson
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February 27, 2018
Carl O'Connell
Chief Executive Officer
Xtant Medical Holdings, Inc.
664 Cruiser Lane
Belgrade, Montana 59714
Re:Xtant Medical Holdings, Inc.
Registration Statement on Form S-1
Filed February 7, 2018
File No. 333-222918
Dear Mr. O'Connell:
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 response to these comments, we may have additional comments.
Form S-1 Filed February 7, 2018
Material U.S. Federal Income Tax Consequences, page 30
1.We note your belief that the receipt of subscription rights pursuant to the rights offering
should not be treated as a taxable distribution for U.S. federal income tax purposes. A tax
opinion must be filed whenever the tax consequences of a transaction are material to an
investor and a representation as to tax consequences is set forth in the filing. Please file a
tax opinion as an exhibit to the filing pursuant to Item 601(b)(8) of Regulation SK. For
guidance, please refer to Section III.A.2, including footnote 39, of Staff Legal Bulletin
No. 19 (October 14, 2011).
FirstName LastNameCarl O'Connell
Comapany NameXtant Medical Holdings, Inc.
June 16, 2017 Page 2
FirstName LastName
Carl O'Connell
Xtant Medical Holdings, Inc.
February 27, 2018
Page 2
Incorporation of Certain Information by Reference, page 38
2.Since you have not yet filed your Form 10-K for the fiscal year ended December 31, 2017,
you are not eligible to incorporate by reference. See General Instruction VII.C to Form S-
1. Please amend the registration statement to include all disclosure required by Form S-1,
or, in the alternative, file your Form 10-K for the fiscal year ended December 31, 2017
and revise this section accordingly.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Jeffrey Gabor at 202-551-2544 or Irene Paik at 202-551-6553 with
any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Wesley Robinson