{"url_path":"/sec/xtnt/8-k/2026-08-11/item-2-02","section_key":"item-2-02","section_title":"Item 2.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1453593/0001493152-26-036979-index.html","accession_number":"0001493152-26-036979","cik":"0001453593","ticker":"XTNT","issuer_name":"Xtant Medical Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1453593/0001493152-26-036979-index.html","primary_entity_key":"0001453593","primary_entity_name":"Xtant Medical Holdings, Inc."},"word_count":1134,"has_tables":true,"body_markdown":"**Item 2.02**\n**Results of Operations\nand Financial Condition.**\n\n \n\nOn\nAugust 11, 2026, Xtant Medical Holdings, Inc. (the “Company”) announced its financial results for the second quarter of 2026.\nThe full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on\nForm 8-K.\n\n \n\nThe\ninformation in Item 2.02 of this report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of\nthe Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,\nnor shall it be deemed incorporated by reference in any registration statement or other document filed by the Company under the Securities\nAct of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.\n\n \n\nTo\nsupplement its consolidated financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”),\nthe Company uses certain non-GAAP financial measures, such as non-GAAP adjusted EBITDA, which are included in the press release furnished\nas Exhibit 99.1 to this report. The Company defines non-GAAP adjusted EBITDA as net income (loss) from operations before depreciation\nand amortization expense; interest expense, net; and tax benefit (expense), and as further adjusted to add back in or exclude, non-cash\ncompensation and unrealized foreign currency translation losses or gains and other special items, including write-off of distribution\nagreement deposit, divestiture/acquisition-related income and expenses and income related to transition services agreements, acquisition-related\nfair value adjustments, and separation-related expenses, in each case as applicable.\n\n \n\nThe\nCompany uses non-GAAP adjusted EBITDA in making operating decisions because it believes this measure provides meaningful supplemental\ninformation regarding its core operational performance. Additionally, this measure gives the Company a better understanding of how it\nshould invest in sales and marketing and research and development activities and how it should allocate resources to both ongoing and\nprospective business initiatives. The Company also uses non-GAAP adjusted EBITDA to help make budgeting and spending decisions, for example,\namong sales and marketing expenses, general and administrative expenses, and research and development expenses. Additionally, the Company\nbelieves its use of non-GAAP adjusted EBITDA facilitates management’s internal comparisons to historical operating results by factoring\nout potential differences caused by charges not related to its regular, ongoing business, including, without limitation, non-cash charges\nand certain large and unpredictable charges or gains.\n\n \n\nAs\ndescribed above, the Company excludes the effect of the following items from its non-GAAP adjusted EBITDA for the following reasons:\n\n \n\n*Non-cash\ncompensation*. The Company excludes non-cash compensation, which is a non-cash charge related to equity awards granted by the Company.\nAlthough non-cash compensation is a recurring charge to the Company’s operations, management has excluded it because it relies\non valuations based on future events, such as the market price of the Company’s common stock, that are difficult to predict and\nare affected by market factors that are largely not within the control of the Company. Thus, management believes that excluding non-cash\ncompensation facilitates comparisons of the Company’s operational performance in different periods, as well as with similarly determined\nnon-GAAP financial measures of comparable companies.\n\n \n\n*Unrealized\nforeign currency translation gains or losses*. The Company excludes unrealized foreign currency translation gains or losses, as applicable,\nfrom non-GAAP adjusted EBITDA primarily because such gains or losses are not reflective of the Company’s ongoing operating results\nand are not used by management to assess the core profitability of the Company’s business operations. The Company further believes\nthat excluding this item from its non-GAAP results is useful to investors in that it allows for period-over-period comparability.\n\n \n\n \n\n \n\n \n\n*Write-off\nof distribution agreement deposit*. The Company excludes the write-off of a distribution deposit from non-GAAP adjusted EBITDA primarily\nbecause such write-off is not reflective of the Company’s ongoing operating results and is not used by management to assess the\ncore profitability of the Company’s business operations. The Company further believes that excluding this item from its non-GAAP\nresults is useful to investors in that it allows for period-over-period comparability.\n\n \n\n*Divestiture/acquisition-related\nexpenses and income related to transition services agreements*. The Company excludes expenses and income directly related to the Company’s\ndivestitures and acquisitions and subsequent integration and transition activities from non-GAAP adjusted EBITDA primarily because such\nexpenses and income are not reflective of the Company’s ongoing operating results and are not used by management to assess the\ncore profitability of the Company’s business operations. These expenses and income include legal and accounting fees, as well fees\ncharged by the Company in connection with post-divestiture transition services performed for divested operations. These expenses and\nincome are not considered normal, recurring, cash operating expenses/income necessary to operate the Company’s business. The Company\nfurther believes that excluding these expenses and income from its non-GAAP results is useful to investors in that it allows for period-over-period\ncomparability.\n\n \n\n*Acquisition-related\nfair value adjustments*. The Company excludes acquisition-related fair value adjustments from non-GAAP adjusted EBITDA primarily because\nsuch adjustments are not reflective of the Company’s ongoing operating results and are not used by management to assess the core\nprofitability of the Company’s business operations. The Company further believes that excluding this item from its non-GAAP results\nis useful to investors in that it allows for period-over-period comparability.\n\n \n\n*Separation-related\nexpens*es. The Company excludes separation-related expenses primarily because such expenses are not reflective of the Company’s\nongoing operating results and are not used by management to assess the core profitability of the Company’s business operations.\nThe Company further believes that excluding this item from its non-GAAP results is useful to investors in that it allows for period over-period\ncomparability.\n\n \n\nNon-GAAP\nadjusted EBITDA is reconciled to net income (loss), the most directly comparable GAAP measure in the press release. The Company also\npresents in the press release EBITDA as a percentage of total revenue and adjusted EBITDA as a percentage of total revenue and reconciles\nthese two non-GAAP measures in the press release to net income (loss) as a percentage of total revenue.\n\n \n\nNon-GAAP\nfinancial measures are not in accordance with, or an alternative for, GAAP measures and may be different from non-GAAP financial measures\nused by other companies. In addition, non-GAAP financial measures are not based on any comprehensive or standard set of accounting rules\nor principles. Accordingly, the calculation of the Company’s non-GAAP financial measures may differ from the definitions of other\ncompanies using the same or similar names, limiting, to some extent, the usefulness of such measures for comparison purposes. Non-GAAP\nfinancial measures have limitations in that they do not reflect all of the amounts associated with the Company’s financial results\nas determined in accordance with GAAP. Non-GAAP financial measures should only be used to evaluate the Company’s financial results\nin conjunction with the corresponding GAAP measures. Accordingly, the Company qualifies its use of non-GAAP financial information in\na statement when non-GAAP financial information is presented."}