Exhibit 2.3

AMENDMENT TO ASSET PURCHASE AGREEMENT

This AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is entered into this 30^th day of November, 2025 (“Effective Date”), by and between XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (“Xtant”), SURGALIGN SPV, INC., a Delaware corporation (“Surgalign, and together with Xtant, the “Company Group”), and COMPANION SPINE, LLC, a Delaware limited liability company (“Buyer”). The Company Group and Buyer are referred to in this Amendment individually as a “Party” and collectively, as the “Parties.”

RECITALS

WHEREAS, the Company Group and Buyer entered into that certain Asset Purchase Agreement dated as of July 7, 2025 (as amended hereby, and as may be further amended, supplemented or modified, the “Purchase Agreement”);

WHEREAS, pursuant to Section 10.8 of the Purchase Agreement, the Purchase Agreement may not be amended, modified, or supplemented except by an agreement in writing signed by the Parties;

WHEREAS, because of developments following the execution of the Purchase Agreement, the Parties now desire to amend the Purchase Agreement as set forth in this Amendment, including without limitation to change the Closing effective time and to extend to the maturity date of the Note, all as set forth herein; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement.

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Closing Effective Time. The Purchase Agreement is hereby amended to replace each reference to the Closing being effective as of “11:59 p.m. Eastern Time” with “12:01 a.m. Eastern Time on December 1.” Any and all provisions of the Purchase Agreement that reference or rely upon the Closing effective time shall be construed consistent with the foregoing change.

2. Note. Section 3.2(b)(iii) of the Purchase Agreement is hereby amended, such that it reads in its entirety as follows:

“(iii) deliver a promissory note, payable to the Company Group by Buyer, with a principal balance of $8,200,000.00, in substantially the form attached hereto as Exhibit A, which, for the avoidance of doubt, shall mature on January 15, 2026 (the “Note”).”

3. No Other Amendments. Except as expressly amended by this Amendment, the Purchase Agreement remains unmodified and in full force and effect. In the event of any conflict between the terms of this Amendment and the Purchase Agreement, the terms of this Amendment shall control.

4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws governing the Purchase Agreement.

5. Counterparts; Electronic Signatures. This Amendment may be executed in any number of counterparts (including by facsimile, .pdf or electronic transmission), each of which shall be deemed an original, but all of which when taken together shall constitute one instrument. Electronic signatures shall have the same force and effect as original signatures.

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as of the date first written above.

[Signature Page to Amendment to Asset Purchase Agreement]

Exhibit 2.4

AMENDMENT TO AND ASSIGNMENT OF

EQUITY PURCHASE AGREEMENT

This AMENDMENT TO and assignment of EQUITY PURCHASE AGREEMENT (this “Amendment”) is entered into this 30th day of November, 2025 (“Effective Date”), by and between XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (the “Seller”), PARADIGM SPINE GMBH, a German Gesellschaft mit beschränkter Haftung (the “Company”), COMPANION SPINE, LLC, a Delaware limited liability company (“Assignor”), and Companion Spine France SAS”, a French société par actions simplifiée (“Companion Spine France” or “Buyer”). The Seller, the Company, Assignor, and Companion Spine France are referred to in this Amendment individually as a “Party” and collectively as the “Parties.”.

RECITALS

WHEREAS, Assignor, as buyer, and the Seller entered into that certain Equity Purchase Agreement, dated as of July 7, 2025 (as amended hereby, and as may be further amended, supplemented, or modified, the “Purchase Agreement”), pursuant to which Assignor agreed to purchase Seller’s Shares in connection with the OUS Coflex Business in accordance with the terms and conditions set forth in the Purchase Agreement;

WHEREAS, Assignor desires to assign, transfer, and convey to Companion Spine France all of Assignor’s right, title, interest, and obligations in the Purchase Agreement, and Companion Spine France wishes to accept and receive all of Assignor’s right, title, interest, and obligations in, to and under the Purchase Agreement (“Assignment”);

WHEREAS, pursuant to Section 10.6 of the Purchase Agreement, no party thereto may assign its rights or obligations thereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed;

WHEREAS, pursuant to Section 10.8 of the Purchase Agreement, the Purchase Agreement may not be amended, modified, or supplemented except by an agreement in writing signed by the Parties;

WHEREAS, because of developments following the execution of the Purchase Agreement, the Parties now desire to amend the Purchase Agreement as set forth in this Amendment, including without limitation to change the Closing effective time and to effect the Assignment all as set forth herein;

WHEREAS, in accordance with Section 2.4(a) of the Purchase Agreement, Seller delivered the Closing Certificate setting forth, among other things, the Estimated Net Working Capital, the Estimated Net Working Capital Adjustment, and Estimated Closing Date Cash;

WHEREAS, the Estimated Net Working Capital exceeds the Target Net Working Capital by an amount equal to One Million Two Hundred Seventeen Thousand and 00/100 Dollars ($1,217,000.00) and the Estimated Closing Date Cash is in the amount of Five Hundred Twenty-Five Thousand and 00/100 Dollars ($525,000.00), resulting in an increase to the Estimated Purchase Price pursuant to Section 2.3 of the Purchase Agreement in the amount of One Million Seven Hundred Forty-Two Thousand and 00/100 Dollars ($1,742,000.00) (the “Estimated Purchase Price Increase”);

WHEREAS, the Parties desire to acknowledge and confirm the timing for Buyer’s payment of the Estimated Purchase Price Increase as set forth herein; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement.

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Substitution of Buyer; Conforming Changes. Effective as of the Effective Date, Companion Spine France, is hereby substituted for Assignor, as the “Buyer” under the Purchase Agreement and for all purposes of the Purchase Agreement and this Amendment. From and after the Effective Date of this Amendment, all references in the Purchase Agreement and in this Amendment to “Buyer” shall be deemed to refer to Companion Spine France SAS, a French société par actions simplifiée, and all references to Companion Spine, LLC as “Buyer” are hereby deleted and replaced accordingly. For the avoidance of doubt, (a) Seller hereby consents to the Assignment and substitution described herein, (b) Buyer hereby assumes, and Seller hereby recognizes Buyer’s assumption of, all rights, interests, liabilities, and obligations of “Buyer” under the Purchase Agreement and this Amendment, whether arising prior to or after the Effective Date hereof, and (c) notwithstanding the foregoing substitution and without limiting the generality of the foregoing, Assignor is not released from, and shall remain jointly and severally liable with Companion Spine France for, the full and punctual performance and payment of all obligations of “Buyer” under the Purchase Agreement and this Amendment, whether arising, accruing, or relating to periods prior to, on, or after the Effective Date. Seller may enforce any or all obligations of “Buyer” against either or both of Assignor and Companion Spine France, in any order, and without first proceeding against the other.

2. Closing Effective Time. The Purchase Agreement is hereby amended to replace each reference to the Closing being effective as of “11:59 p.m. Eastern Time” with “12:01 a.m. Eastern Time on December 1.” Any and all provisions of the Purchase Agreement that reference or rely upon the Closing effective time shall be construed consistent with the foregoing change.

3. Acknowledgment of Estimated Purchase Price Increase; Payment Date. The Parties acknowledge and agree that, pursuant to Section 2.3 of the Purchase Agreement and as reflected in the Closing Certificate delivered by Seller in accordance with Section 2.4(a) of the Purchase Agreement, the Estimated Net Working Capital exceeds the Target Net Working Capital, which excess results in an increase to the Estimated Purchase Price in the amount of the Estimated Net Working Capital Adjustment. Buyer hereby agrees that the amount of such increase to the Estimated Purchase Price, equal to $1,742,000.00, shall be paid to Seller by wire transfer of immediately available funds to the account designated in the Closing Certificate on or before January 15, 2026. For the avoidance of doubt, this Section 3 is intended to memorialize the Parties’ agreement regarding the timing of payment of the Estimated Purchase Price Increase and shall not limit or modify any other rights or obligations of the Parties under Sections 2.3, 2.4, 2.5 or 2.7 of the Purchase Agreement.

4. Satisfaction of Condition Precedent. The Parties agree that the condition precedent set forth in Section 2.6(a)(viii) has not been completed prior to the Closing, and the Parties shall, promptly after Closing, and in all events no later than December 12, 2025, take all actions necessary to deliver a deed, duly notarized, evidencing the transfer of the Shares in accordance with § 15(3) of the German Act on Limited Liability Companies (GmbHG), it being understood that the subsequent execution of the duly notarized deed is required to memorialize the transfer of the Shares, but the Parties intend for such transfer to have economic effect (including for Tax purposes) as of 12:01 a.m. ET on December 1, 2025, and the Parties will, to the maximum extent possible for all purposes, treat the transfer of the Shares with economic effect as of such time.

5. No Other Amendments. Except as expressly amended by this Amendment, the Purchase Agreement remains unmodified and in full force and effect. In the event of any conflict between the terms of this Amendment and the Purchase Agreement, the terms of this Amendment shall control.

6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws governing the Purchase Agreement.

7. Authority. The execution, delivery and performance by each of the Parties of this Amendment and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of each of the Parties. This Amendment and the documents to be delivered hereunder have been duly executed by an authorized person on behalf of, and delivered by, each of the Parties, and this Amendment and the documents to be delivered hereunder constitute legal, valid and binding obligations of each of the Parties enforceable against each of them, their successors, assigns, heirs, beneficiaries, executors, administrators, members, partners, agents, and employees in accordance with its respective terms.

8. Counterparts; Electronic Signatures. This Amendment may be executed in any number of counterparts (including by facsimile, .pdf or electronic transmission), each of which shall be deemed an original, but all of which when taken together shall constitute one instrument. Electronic signatures shall have the same force and effect as original signatures.

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as of the date first written above.

[Signature page to Assignment of and Amendment to Equity Purchase Agreement]

Exhibit 99.1

XTANT MEDICAL HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial information was derived from the historical consolidated financial statements of Xtant Medical Holdings, Inc. (the “Company”) as described in more detail below and is being presented to give effect to:

Presented below are the following unaudited pro forma condensed consolidated financial statements:

The following unaudited pro forma condensed consolidated financial information is presented based on assumptions, adjustments, and currently available information described in the accompanying notes. They are intended for informational purposes only and are not intended to represent the Company’s financial position or results of operations had the Divestitures occurred on the dates indicated, or to project the Company’s financial performance for any future period. Accordingly, such information should not be relied upon as an indicator of future performance, financial condition or liquidity. Pro forma adjustments have been made for events that are directly attributable to the Divestitures and factually supportable.

The unaudited pro forma condensed consolidated financial information was prepared in accordance with Rule 8-05 and Article 11 of Regulation S-X and should be read in conjunction with the following: (i) the accompanying notes to the unaudited pro forma condensed consolidated financial information; (ii) the Company’s audited consolidated financial statements for the year ended December 31, 2024 and related notes thereto and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2025; and (iii) the Company’s unaudited condensed consolidated financial statements as of and for the nine month period ended September 30, 2025 and related notes thereto and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the SEC on November 10, 2025.

XTANT MEDICAL HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of September 30, 2025

(In thousands, except number of shares and par value)

See notes to unaudited pro forma condensed consolidated financial statements.

XTANT MEDICAL HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2025

(In thousands, except per share data)

See notes to unaudited pro forma condensed consolidated financial statements.

XTANT MEDICAL HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Twelve Months Ended December 31, 2024

(In thousands, except per share data)

See notes to unaudited pro forma condensed consolidated financial statements.

XTANT MEDICAL HOLDINGS, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 –Divestitures

On December 1, 2025, Xtant Medical Holdings, Inc. (the “Company”) and Surgalign SPV, Inc., a wholly owned subsidiary of the Company (together with the Company, the “Seller”), completed the sale of certain assets relating to the Company’s Coflex and CoFix products (the “Coflex/CoFix Divestiture”) to Companion Spine, LLC and one of its affiliates, Companion Spine SAS (“Companion Spine”), pursuant to the previously disclosed Asset Purchase Agreement dated July 7, 2025 between the Company, Surgalign SPV, Inc., and Companion Spine, and the sale of all of the Company’s shares of equity securities of Paradigm Spine GmbH, a wholly owned subsidiary of the Company engaged in the operation of the Company’s hardware business outside of the United States (“Paradigm”), which constituted 100% of the issued and outstanding shares of equity securities of Paradigm (the “Paradigm Divestiture” and together with the Coflex/CoFix Divestiture, the “Divestitures”), to Companion Spine SAS pursuant to the previously disclosed Equity Purchase Agreement dated July 7, 2025 between the Company, Paradigm and Companion Spine.

The total purchase price of the Coflex/CoFix Divestiture was $17.5 million (subject to a closing inventory valuation adjustment) (the “Coflex/CoFix Purchase Price”). Of the total purchase price, an aggregate of $7.5 million was previously paid to the Seller in cash as non-refundable deposits, $1.8 million was paid to the Seller in cash at the closing, and $8.2 million was paid to the Seller as an unsecured promissory note issued by Companion Spine to the Seller at the closing, which note will mature on January 15, 2026. Any future reduction to the Coflex/CoFix Purchase Price as a result of the closing inventory valuation adjustment will reduce the principal amount of the Companion Spine promissory note. The total purchase price of the Paradigm Divestiture was $1.7 million (subject to certain cash, indebtedness and net working capital adjustments) (the “Paradigm Purchase Price”), which was paid to the Company in cash at the closing of the Paradigm Divestiture. Any future reduction to the Paradigm Purchase Price as a result of the cash, indebtedness and net working capital adjustments will reduce the principal amount of the Companion Spine promissory note, and if applicable, be paid in cash by the Company.

In accordance with the terms of the MidCap Consent, which required certain repayments of the term loan debt by the Company as a condition to the Company effecting the Divestitures, approximately $8.0 million of the net cash proceeds received by the Company from the Divestitures (including previous deposits received) was used to prepay a portion of the Company’s term loan with MidCap, resulting in $14.4 million remaining outstanding under the term loan as of December 1, 2025, of which up to an additional $1.6 million will be required to be prepaid if and when the promissory note issued by Companion Spine is repaid.

Note 2 – Pro Forma Adjustments

The following adjustments have been reflected in the unaudited pro forma condensed consolidated financial statements:

Exhibit 99.2

Xtant Medical Completes Sale of its Coflex^® Assets and

Paradigm OUS Businesses to Companion Spine

BELGRADE, Mont., December 1, 2025 — Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for spinal and other orthopedic conditions, today announced that the company has completed its previously announced sale of certain non-core Coflex^® spinal implant assets and all OUS entities of Paradigm Spine GmbH to Companion Spine, LLC, and its affiliates.

The purchase price of the transaction was approximately $19.2 million, consisting of $11.0 million in cash and $8.2 million in short-term seller financing in the form of an unsecured promissory note issued by Companion Spine to Xtant, which note is subject to purchase price adjustments. The promissory note matures on January 15, 2026. Xtant intends use the net proceeds from the transactions to reduce long-term debt and provide additional cash liquidity.

Sean Browne, President and CEO of Xtant Medical, stated, “The sale of these businesses to Companion Spine represents a significant step forward for Xtant as we enhance our focus on our core biologics business, driving innovation for surgeons and patients, and delivering sustained improvements in our financial performance. Importantly, we expect that the net proceeds from this transaction, together with our anticipated cash flows generated from operations, will enable us to continue operating without the need for additional external capital. We are immensely proud to have reached this inflection point.”

The operating contributions of these assets and entities are included in the Company’s results through their December 1, 2025 date of sale.

About Xtant Medical Holdings, Inc.

Xtant Medical’s mission of honoring the gift of donation so that our patients can live as full and complete a life as possible, is the driving force behind our company. Xtant Medical Holdings, Inc. (www.xtantmedical.com) is a global medical technology company focused on the design, development, and commercialization of a comprehensive portfolio of orthobiologics serving the chronic and surgical wound care and sports medicine markets, as well as spinal implant systems. Xtant people are dedicated and talented, operating with the highest integrity to serve our customers.

The symbols ™ and ® denote trademarks and registered trademarks of Xtant Medical Holdings, Inc. or its affiliates, registered as indicated in the United States, and in other countries. All other trademarks and trade names referred to in this release are the property of their respective owners.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, or that contain words such as “intends,” ‘‘expects,’’ ‘‘anticipates,’’ ‘‘plans,’’ ‘‘believes,’’ “continue,” “future,” ‘‘will,’’ “potential,” similar expressions or the negative thereof, and the use of future dates. Forward-looking statements in this release include the anticipated use of the net proceeds from the sale to Companion Spine, LLC transactions and the ability to continue operating without the need for additional external capital. The Company cautions that its forward-looking statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others: the possibility that the anticipated benefits of the transactions are not realized when expected or at all; exposure to potential litigation and adverse tax consequences; the Company’s future operating results and financial performance and its ability to deliver sustained improvements in its financial performance; the Company’s ability to become operationally and financially self-sustaining and less reliant on third-party manufacturers and suppliers; its ability to engage and retain new and existing independent distributors and agents and qualified personnel and the Company’s dependence on key independent agents for a significant portion of its revenue; the effect of inflation, interest rate changes and recessionary factors and supply chain disruptions; the ability to service Company debt, comply with its debt covenants and access additional indebtedness, if needed; its ability to maintain sufficient liquidity to fund its operations without the need for additional external financing, and its ability obtain financing if needed on favorable terms or at all; and other factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (SEC) on March 6, 2025 and subsequent SEC filings, including without limitation its most recent Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the SEC on November 10, 2025. Investors are encouraged to read the Company’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The Company undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this cautionary statement.

Investor Relations Contact:

Kevin Gardner

LifeSci Advisors

[email protected]

-OR-

Rob Windsor

LifeSci Advisors

[email protected]