SEC Comment Letter for Xtant Medical Holdings, Inc. (XTNT) (CIK 0001453593) (XTNT) — Apr 13, 2018
Xtant Medical Holdings, Inc. (XTNT) (CIK 0001453593)
Date: April 13, 2018 · CIK: 0001453593 · Accession: 0000000000-18-011300
AI Filing Summary & Sentiment
File numbers found in text: 333-222918
Letter
April 13, 2018 Carl O'Connell Chief Executive Officer Xtant Medical Holdings, Inc. 664 Cruiser Lane Belgrade, MT 59714 Re:Xtant Medical Holdings, Inc. Registration Statement on Form S-1 Response dated April 9, 2018 File No. 333-222918 Dear Mr. O'Connell: We have reviewed your April 9, 2018 response to our comment letter and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies 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 this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our February 27, 2018 letter. Registration Statement on Form S-1 filed February 7, 2018 Material U.S. Federal Income Tax Consequences, page 30 1.We note that you have elected to use a short-form tax opinion in response to our prior comment one. Please revise your prospectus to state clearly that the disclosure in this section is the opinion of counsel and to clearly identify and articulate the opinion being rendered. For guidance, refer to Sections III.B.2 of Staff Legal Bulletin No. 19 (October 2011).
FirstName LastNameCarl O'Connell Comapany NameXtant Medical Holdings, Inc. June 16, 2017 Page 2 FirstName LastName Carl O'Connell Xtant Medical Holdings, Inc. April 13, 2018 Page 2 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, Esq.
Show Raw Text
April 13, 2018
Carl O'Connell
Chief Executive Officer
Xtant Medical Holdings, Inc.
664 Cruiser Lane
Belgrade, MT 59714
Re:Xtant Medical Holdings, Inc.
Registration Statement on Form S-1
Response dated April 9, 2018
File No. 333-222918
Dear Mr. O'Connell:
We have reviewed your April 9, 2018 response to our comment letter and have the
following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies 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 this comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our February 27, 2018 letter.
Registration Statement on Form S-1 filed February 7, 2018
Material U.S. Federal Income Tax Consequences, page 30
1.We note that you have elected to use a short-form tax opinion in response to our prior
comment one. Please revise your prospectus to state clearly that the disclosure in this
section is the opinion of counsel and to clearly identify and articulate the opinion being
rendered. For guidance, refer to Sections III.B.2 of Staff Legal Bulletin No. 19 (October
2011).
FirstName LastNameCarl O'Connell
Comapany NameXtant Medical Holdings, Inc.
June 16, 2017 Page 2
FirstName LastName
Carl O'Connell
Xtant Medical Holdings, Inc.
April 13, 2018
Page 2
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, Esq.