Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 3, 2022, Xtant Medical Holdings, Inc. (the "Company") announced the
appointment of Scott Neils as Interim Chief Financial Officer to succeed Greg
Jensen, the Company's current Vice President, Finance and Chief Financial
Officer, whose employment terminated effective as of January 3, 2022.
Mr. Neils, age 37, has 15 years of experience focused on public accounting and
corporate finance and has served as the Company's Controller since August 2019.
In this role, Mr. Neils gained extensive experience managing the Company's
finance and accounting functions. Prior to joining Xtant Medical, Mr. Neils
served as Audit Senior Manager at Baker Tilly US, LLP (formerly Baker Tilly
Virchow Krause, LLP), an advisory, tax and assurance firm, from November 2015 to
August 2019. Prior to that position, Mr. Neils was at Grant Thornton LLP, an
accounting and advisory organization, from September 2007 to November 2015, most
recently as Audit Manager. Mr. Neils is a Certified Public Accountant. He holds
a Bachelor of Science in Business in Accounting and a Master of Accountancy from
the Carlson School of Management at the University of Minnesota.
In connection with his appointment as an executive officer of the Company, Mr.
Neils and the Company entered into an offer letter agreement and indemnification
agreement. Under the terms of the offer letter agreement, Mr. Neils will be paid
an annual base salary of $300,000, will be eligible to receive an annual bonus
with a target bonus opportunity equal to 35% of his annual base salary and will
be granted an option to purchase 109,164 shares of the Company's common stock
and a restricted stock unit award covering 88,983 shares of the Company's common
stock under the Xtant Medical Holdings, Inc. Amended and Restated 2018 Equity
Incentive Plan (the "Plan"), effective as of January 15, 2022, which is the 15th
day of the month after his first date of employment, consistent with the
Company's equity grant policy. The options will have a 10-year term and a per
share exercise price equal to the "fair market value" (as defined in the Plan)
of the Company's common stock on the grant date. The options will vest with
respect to 25% of the shares of common stock purchasable thereunder on the
one-year anniversary of the grant date and quarterly thereafter and the
restricted stock units will vest in four equal annual installments, in each case
conditioned upon Mr. Neils's continued employment with the Company and/or its
subsidiaries from the grant date until the respective vesting date.
The indemnification agreement with Mr. Neils will be substantially similar to
the indemnification agreements between the Company and its executive officers
and may require the Company, among other things, to indemnify Mr. Neils for
costs associated with any fees, expenses, judgments, fines and settlement
amounts incurred by him or on his behalf in any action or proceeding to which he
is, or is threatened to be, made a party by reason of his service as an officer,
including any action by the Company, arising out of his service as an officer or
his services provided to any other company or enterprise at the Company's
request.
In connection with Mr. Jensen's departure, the Company and Mr. Jensen expect to
enter into a standard and customary separation agreement and release pursuant to
which the Company will agree to provide Mr. Jensen certain severance benefits,
as provided in his Amended and Restated Employment Agreement effective as of
August 8, 2019 with the Company, contingent upon his execution, delivery and
non-revocation of a release of claims against the Company and its subsidiaries
and affiliates and compliance with certain covenants contained therein and in
his Amended and Restated Employment Agreement.
The foregoing summary description of the offer letter agreement, option award,
restricted stock unit award and indemnification agreement with Mr. Neils does
not purport to be complete and is qualified in its entirety by reference to the
full text of the offer letter agreement, form of option award agreement, form of
restricted stock unit award agreement and form of indemnification agreement,
which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this
Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On January 3, 2022, the Company issued a press release announcing the management
change described above, which is attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
The information in Item 7.01 of this report (including Exhibit 99.1) shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly provided by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Offer Letter dated as of January 3, 2022 between Xtant Medical
Holdings, Inc. and Scott Neils (filed herewith)
10.2 Form of Employee Stock Option Award Agreement for use with the
Xtant Medical Holdings, Inc. 2018 Equity Incentive Plan
(incorporated by reference to Exhibit 10.2 to the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission
on August 3, 2018 (SEC File No. 001-34951))
10.3 Form of Employee Restricted Stock Unit Award Agreement for use
with the Xtant Medical Holdings, Inc. 2018 Equity Incentive Plan
(incorporated by reference to Exhibit 10.3 to the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission
on August 3, 2018 (SEC File No. 001-34951))
10.4 Form of Indemnification Agreement for Directors and Officers
(incorporated by reference to Exhibit 10.6 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2017 (SEC File No. 001-34951))
99.1 Press Release dated January 3, 2022 (furnished herewith)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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