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CORRESP
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filename1.htm

May 2, 2016

Via EDGAR and Email

Mary Beth Breslin, Esq.

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Xtant Medical Holdings, Inc.

Registration Statement on Form S-1

Filed December 21, 2015

File No. 333-208677

Dear Ms. Breslin:

On behalf of our client, Xtant Medical Holdings, Inc. (the “Company”),
we are concurrently herewith submitting to the Securities and Exchange Commission (the “Commission”) Amendment No.
1 (referred to herein for ease of reference as the “Amendment”) to the above-referenced registration statement (the
“Registration Statement”). The Amendment (i) incorporates responses to the comments transmitted by the Staff to us
on January 15, 2016 and (ii) includes additional securities for registration as described in our responses below.

Below, we identify in bold the Staff’s comment and note
in regular type our response. Page number references in our responses refer to the Amendment to the above-referenced registration
statement.

 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 be 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 underwriters. If you disagree, please 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 among any other relevant factors:

 · The number of shares being offered relative to the number of your currently outstanding shares held by non-affiliates;

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 · The number of selling securityholders and the percentage of the overall offering made by each securityholder;

 · The date on which and the manner in which each selling securityholder received the shares and/or the overlying securities;

 · The relationship of each selling securityholder with the company, including an analysis of whether the selling securityholder
is an affiliate of the company;

 · Any relationships among the selling securityholders;

 · The dollar value of the shares registered in relation to the proceeds that the company received from the selling securityholders
for the securities, excluding amounts of proceeds that were returned (or will be returned) to the selling securityholders and/or
their affiliates in fees or other payments;

 · The discount at which the securityholders will purchase the common stock underlying the convertible notes (or any related
security, such as a warrant or option) upon conversion or exercise; and

 · Whether or not any of the selling securityholders is in the business of buying and selling securities.

Summary

We believe that the offer and sale of securities being registered
on the Registration Statement should properly be characterized as a secondary offering based on an analysis of:

 · The relevant sections of the Securities Act of 1933, as amended (the “Securities Act”), and related rules;

 · the factors set out in the Staff’s Compliance and Disclosure Interpretation 612.09 (“CDI 612.09”);

 · additional Staff guidance and interpretations as discussed below; and

 · the specific facts and circumstances involved.

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May 2, 2016

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We discuss these matters in detail below, following an overview
of the financing transaction through which the selling securityholders acquired the convertible notes covered by the Registration
Statement and described below.

Overview

On July 27, 2015, the Company entered into a Purchase Agreement
with Leerink Partners LLC as initial purchaser and a Securities Purchase Agreement (the “SPA”) with ROS Acquisition
Offshore LP and OrbiMed Royal Opportunities II (together, the “OrbiMed Entities”), for the sale of $65 million of 6.00%
Convertible Senior Notes due 2021 (the “Initial Notes”). In addition, Leerink Partners LLC partially exercised its
greenshoe option in the amount of $3 million, resulting in a $68 million financing in total.

The Initial Notes were issued to the OrbiMed Entities and Leerink
Partners LLC (as initial purchaser) pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Leerink Partners LLC immediately sold the Initial Notes that it purchased, as initial purchaser, to “qualified institutional
buyers” (as defined under Rule 144A under the Securities Act (“Rule 144A”)). The purchasers of the Initial Notes
in the Financing are accredited investors (in the case of the OrbiMed Entities) or qualified institutional buyers (the selling
securityholders named in the Registration Statement are referred to herein as the “Selling Securityholders”). In the
SPA, the OrbiMed Entities made certain representations and warranties regarding their investment intent, including representations
that they were purchasing their securities for their own accounts, and all other Selling Securityholders were deemed to have represented
the same by the terms of the Preliminary Offering Memorandum dated July 13, 2015 and the final Offering Memorandum dated July 27,
2015.

On April 14, 2016, the Company entered into a Securities Purchase
Agreement with the OrbiMed Entities for the sale of $2,238,166.45 of 6.00% Convertible Senior Promissory Notes due 2021 (the “Promissory
Notes,” and together with the Initial Notes, the “Notes”). The Promissory Notes have the same terms as the Initial
Notes, except for the conversion thresholds, as noted below.

The financing transactions pursuant to which the Notes were
offered and sold are referred to below as the “Financings.”

Note Conversion Features

The Initial Notes are convertible into shares of common stock,
par value $0.000001 per share (the “Common Stock”), at a rate of 257.5163 shares for every $1,000 of principal (for
a conversion price of $3.88 per share). The Promissory Notes are convertible into shares of Common Stock at a rate of 344.8276
shares for every $1,000 of principal (for a conversion price of $2.90 per share). The conversion prices of the Initial Notes and
the Promissory Notes reflect the same premium (22%) over the last trading price of the Common Stock at the time of the issuance
of the Initial Notes and Promissory Notes, respectively. The number of shares of Common Stock issuable upon the conversion of
the Notes is subject only to adjustments customary for a Rule 144A or registered underwritten convertible notes offering, including
in the event of a dividend or distribution, stock split, reverse stock split or similar recapitalization event.

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The Notes are subject to a “blocker” provision.
This blocker prevents the exercise of the Notes if the holder would, after conversion, beneficially own more than 9.99% of the
Company’s issued and outstanding Common Stock. Without regard to the blocker, the Initial Notes, at the time of issuance,
could have been converted into an aggregate of 17,511,105 shares of Common Stock, and the Promissory Notes, at the time of issuance,
could have been converted into an aggregate of 771,781 shares of Common Stock.

Not a “Toxic” Financing

The terms of the Notes do not include any price “re-sets”,
floating price conversion rights or other “toxic” or “death spiral” features that have prompted the Staff’s
concerns regarding “Extreme Convertible” transactions. The Notes do not contain any adjustment mechanism, including
anti-dilution adjustments for subsequent issuances at lower prices, other than customary adjustments that would apply to allow
the Selling Securityholders to effectively participate in a dividend or distribution event, or in the case of a stock split, reverse
stock split and similar recapitalization event or in the event of a make-whole fundamental change (as defined in the Promissory
Notes and the indenture relating to the Initial Notes). In addition, interest on the Notes is only payable in cash, and not in
additional principal amount or in shares. Thus the number of shares underlying the Notes will not increase due to interest accrued
under the Notes.

Rule 415 Analysis

Rule 415 under the Securities Act (“Rule 415”) generally
permits the registration of offerings to be made on a delayed or continuous basis subject to certain conditions. Rule 415(a)(1)(i)
under the Securities Act provides, in relevant part:

“a. Securities may be registered for an offering to be
made on a continuous or delayed basis in the future, Provided, that:

1. The registration statement pertains only to:

i. Securities which are to be offered or sold solely by or on
behalf of a person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is
a subsidiary;”

Under Rule 415(a)(1)(i), an issuer may register securities to
be sold on a delayed or continuous basis by selling securityholders—i.e., a secondary offering. In the event that the offer
and sale of securities by the Selling Securityholders under the Registration Statement is re-characterized as a primary offering
on behalf of the Company, (i) sales would have to be made on a fixed price basis (rather than at prevailing market prices), rendering sales
impracticable, (ii) the Selling Securityholders may be deemed to be “underwriters” with respect to the offering, and
as a result, be exposed to potential liability under Section 11 of the Securities Act, and (iii) in accordance with the Staff’s
long-standing interpretive position, Rule 144 under the Securities Act would never be available to the Selling Securityholders
to effect resales of their securities. In this regard, and as noted by the Staff in CDI 612.09 (discussed in the next paragraph),
the Staff’s interpretation of Rule 415 can have a significant negative impact on the ability of smaller public companies
such as the Company to raise capital due to uncertainties regarding restrictions on the ability of a selling securityholder to
effect resales of its securities.

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May 2, 2016

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CDI 612.09 states that the issue of whether an offering is by
or on behalf of the issuer “is a difficult factual one, not merely a question of who receives the proceeds,” and involves
an analysis of various factors and “all the circumstances.” Specifically, CDI 612.09 states that consideration should
be given to the following factors:

        1.

    how long the selling shareholders have held the securities (in this case, the Notes and the underlying shares (collectively, the “Securities”)),

    2.
    the circumstances under which they received them,

    3.
    their relationship to the issuer,

    4.
    the amount of shares involved,

    5.
    whether the sellers are in the business of underwriting securities, and

        6.

    whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

Each of the relevant factors listed in CDI 612.09 is discussed
below in the context of the Registration Statement. Based on our review of these factors, we believe that the proposed offering
is properly viewed as being made “solely by or on behalf of a person or persons other than the registrant, a subsidiary of
the registrant or a person of which the registrant is a subsidiary,” and therefore the registration of all of the Securities
is permissible under Rule 415(a)(1)(i). In other words, we believe that the totality of the facts and circumstances in this case
clearly demonstrates that the registration of the Securities relates to a valid secondary offering, and the Selling Securityholders
are not acting as underwriters or otherwise as a conduit for the Company with respect to the Securities covered by the Registration
Statement.

How Long the Selling Securityholders Have Held the Securities

Presumably, the longer securities are held, the less likely
it is that the Selling Securityholders are acting as a mere conduit for the Company. The Initial Notes were issued to the Selling
Securityholders on July 31, 2015; the Selling Securityholders have accepted the market risk of their investment since that date.
The Selling Securityholders had held the Initial Notes for over 4.5 months before the Registration Statement was filed. The Selling
Securityholders have now held the Initial Notes for almost 9 months as of the date of
this letter. This holding period is far longer than the period required by the Staff for valid “PIPE” transactions.

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May 2, 2016

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The Staff’s “PIPEs” interpretation is found
in Interpretation 116.19 (the “PIPEs Interpretation”) and provides that no minimum holding period is required where
the Company has completed the private transaction of all of the securities it is registering and the investor is at market risk
at the time of filing of the resale Registration Statement. The PIPEs Interpretation provides in relevant part that:

    “In a PIPE transaction, a company will be permitted to register the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt sale of the securities (or in the case of convertible securities, of the convertible security itself) to the investor, and the investor is at market risk at the time of filing of the resale registration statement…. The closing of the private placement of the unissued securities must occur within a short time after the effectiveness of the resale registration statement.”

The PIPEs Interpretation contemplates that a valid secondary
offering could occur immediately following the closing of the placement. Because no specific holding period is required
for a PIPE transaction to be a valid secondary offering, a holding period of more than 7 months must also be sufficient for a valid
secondary offering.

This conclusion comports with longstanding custom and practice
in the PIPEs marketplace, where investors require that a registration statement is to be filed shortly after closing (typically
30 days) and declared effective shortly thereafter (typically 90 days after closing). The Company and the Selling Securityholders
are party to registration rights agreements (the “Registration Rights Agreements”) in connection with the Financings.
However, in this case, the Registration Rights Agreements have no time requirement for the initial filing of the Registration
Statement and require that the Registration Statements be declared effective 180 days after closing. This is a much greater
period of time than provided for in typical PIPE registration rights agreements, resulting in greater market risk for the Selling
Securityholders, and is inconsistent with the notion that the Selling Securityholders acquired the Notes, including the underlying
shares, with a view towards, or for resale in connection with, the public sale or distribution thereof. Rather, it reflects a
bona fide investment intent with respect to the Company.

The Circumstances Under Which the Selling Securityholders
Received the Securities

As described above, the Notes were issued in a valid private
placement that complied in all respects with the PIPEs Interpretation, Section 4(a)(2) of the Securities Act and Rule 144A promulgated
thereunder. The Selling Securityholders purchased their securities for investment purposes. Based on reports of recent statements
of policy of the Staff relating to Rule 415, we believe that the offering of the Securities falls squarely outside the area of
Staff concern regarding its interpretation of Rule 415.

Securities and Exchange Commission

May 2, 2016

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Registration Does Not Equate to Distribution Intent.
We are aware that t