Axogen, Inc. - Preliminary ProSupp

424B5 1 axogeninc-preliminaryprosu.htm 424B5 Axogen, Inc. - Preliminary ProSupp

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Filed pursuant to Rule 424(b)(5)

Registration No. 333-292852

SUBJECT TO COMPLETION, DATED JANUARY 21, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT

(To Prospectus dated January 21, 2026)

$85,000,000

Common Stock

We are offering $85.0 million of shares of our common stock.

Our common stock is listed for trading on the Nasdaq Capital Market under the symbol “AXGN.” The last reported sale

price of our common stock on the Nasdaq Capital Market on January 20, 2026 was $31.87 per share.

Investing in our common stock involves a high degree of risk. See the section titled “Risk Factors” beginning on page

S-10 of this prospectus supplement, in the accompanying prospectus and in the documents incorporated by reference into

this prospectus supplement and the accompanying prospectus to read about factors you should consider before deciding to

The information contained in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities

has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not

an offer to sell these securities, and we are not soliciting offers to buy these securities, in any jurisdiction where the offer or sale is not permitted.

invest in our common stock.


	Per Share	Total
Public offering price .....................................................................................	$	$
Underwriting discounts and commissions(1) ................................................	$	$
Proceeds, before expenses, to us ..................................................................	$	$

__________________

(1)See “Underwriting” beginning on page S-29 for additional information regarding underwriter compensation.

We have granted the underwriters an option for a period of 30 days to purchase up to an additional $12.75 million of

shares of our common stock at the public offering price set forth above, less underwriting discounts and commissions.

The underwriters expect to deliver the shares against payment in New York, New York on or about January , 2026.

Neither the Securities and Exchange Commission nor any state securities commission has approved or

disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is

truthful or complete. Any representation to the contrary is a criminal offense.


Wells Fargo Securities	Mizuho


Canaccord Genuity	Raymond James

January , 2026

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TABLE OF CONTENTS


Prospectus Supplement	Page
About This Prospectus Supplement ..................................................................................................................	S-1
Market, Industry, and Other Data .....................................................................................................................	S-2
Prospectus Supplement Summary .....................................................................................................................	S-3
Risk Factors ......................................................................................................................................................	S-10
Cautionary Note Regarding Forward-Looking Statements ..............................................................................	S-17
Use of Proceeds .................................................................................................................................................	S-18
Dividend Policy ................................................................................................................................................	S-19
Capitalization ....................................................................................................................................................	S-20
Dilution .............................................................................................................................................................	S-22
Material U.S. Federal Income Tax Consequences for Non-U.S. Holders of Our Common Stock ...................	S-24
Underwriting .....................................................................................................................................................	S-29
Legal Matters ....................................................................................................................................................	S-37
Experts ..............................................................................................................................................................	S-37
Where You Can Find Additional Information ..................................................................................................	S-37
Incorporation by Reference ...............................................................................................................................	S-38


Prospectus	Page
About this Prospectus .......................................................................................................................................	1
Cautionary Note Regarding Forward-Looking Statements ..............................................................................	2
The Company ....................................................................................................................................................	3
Risk Factors ......................................................................................................................................................	5
Use of Proceeds .................................................................................................................................................	6
Description of Capital Stock .............................................................................................................................	7
Description of Debt Securities ..........................................................................................................................	10
Description of Warrants ....................................................................................................................................	18
Global Securities ...............................................................................................................................................	20
Plan of Distribution ...........................................................................................................................................	23
Legal Matters ....................................................................................................................................................	26
Experts ..............................................................................................................................................................	26
Where You Can Find Additional Information ..................................................................................................	26
Incorporation by Reference ...............................................................................................................................	27

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ABOUT THIS PROSPECTUS SUPPLEMENT

We provide information to you about this offering in two separate documents that are bound together: (1) this

prospectus supplement, which describes the specific terms of this offering of common stock and also adds to and

updates information contained in the accompanying prospectus and the documents incorporated by reference into

this prospectus supplement and the accompanying prospectus; and (2) the accompanying prospectus covering the

sale of shares of common stock by us. The accompanying prospectus provides general information, some of which

may not apply to this offering. The accompanying prospectus is part of a registration statement on Form S-3 (File

No. 333-292852 that we filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of

1933, as amended (the “Securities Act”), utilizing an automatic “shelf” registration process as a “well-known

seasoned issuer” as defined in Rule 405 under the Securities Act.

Generally, when we refer to this prospectus supplement, we are referring to both parts of this document

combined. To the extent there is a conflict between the information contained in this prospectus supplement and the

information contained in the accompanying prospectus or any document incorporated by reference therein filed prior

to the date of this prospectus supplement, you should rely on the information in this prospectus supplement;

provided that if any statement in one of these documents is inconsistent with a statement in another document having

a later date, for example, a document incorporated by reference in the accompanying prospectus, the statement in the

document having the later date modifies or supersedes the earlier statement.

Neither we, nor the underwriters have authorized anyone to provide any information other than that contained or

incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing

prospectus that we have authorized for use in connection with this offering. We and the underwriters take no

responsibility for, and can provide no assurance as to the reliability of, any other information that others may give

you. The information contained in this prospectus supplement, the accompanying prospectus, or any free writing

prospectus that we have authorized for use in connection with this offering, including the documents incorporated by

reference herein or therein, is accurate only as of the respective dates thereof, regardless of the time of delivery of

this prospectus supplement and the accompanying prospectus or of any sale of our common stock. It is important for

you to read and consider all information contained in this prospectus supplement, the accompanying prospectus and

any free writing prospectus that we have authorized for use in connection with this offering, including the

documents incorporated by reference herein and therein, in making your investment decision. Before you invest in

our securities, you should also read and consider the information in the documents to which we have referred you in

the sections titled “Where You Can Find Additional Information” and “Incorporation by Reference” in this

prospectus supplement and in the accompanying prospectus.

We and the underwriters are offering to sell, and seeking offers to buy, our common stock only in jurisdictions

where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying

prospectus and the offering of our common stock in certain jurisdictions may be restricted by law. Persons outside

the United States who come into possession of this prospectus supplement and the accompanying prospectus must

inform themselves about, and observe any restrictions relating to, the offering of our common stock and the

distribution of this prospectus supplement and the accompanying prospectus outside the United States. This

prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or a solicitation of an

offer to purchase, the securities offered by this prospectus supplement and the accompanying prospectus in any

jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer

in such jurisdiction.

The Axogen design logo and the Axogen mark appearing in this prospectus supplement are the property of

Axogen, Inc. Trade names, trademarks and service marks of other companies appearing in this prospectus

supplement are the property of their respective holders. In certain cases, we have omitted the ® and ™ designations,

as applicable, for the trademarks used in this prospectus supplement.

Unless the context otherwise requires, references in this prospectus supplement to “we,” “us,” “our,” or the

“Company” refer to Axogen, Inc. and its wholly owned subsidiaries, Axogen Corporation, Axogen Processing

Corporation, Axogen Europe GmbH and Axogen Germany GmbH.

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MARKET, INDUSTRY AND OTHER DATA

This prospectus supplement and the accompanying prospectus, including the information incorporated by

reference herein and therein, contain estimates, projections, and other information concerning our industry, and our

business, including data regarding the estimated size of those markets. Information that is based on estimates,

forecasts, projections, or similar methodologies is inherently subject to uncertainties and actual events or

circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise

expressly stated, we obtained this industry, business, market, and other data from reports, research surveys, studies,

and similar data prepared by third parties, industry, medical and general publications, government data, and similar

sources. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when

we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type

appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context

otherwise requires.

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PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights information contained in greater detail elsewhere in this prospectus supplement, the

accompanying prospectus, or incorporated by reference in this prospectus supplement. This summary is not

complete and does not contain all of the information you should consider in making your investment decision.

Before you decide to invest in our common stock, you should carefully read the entire prospectus supplement and

the accompanying prospectus and any related free writing prospectus, including the section titled “Risk Factors”

contained in this prospectus supplement, as well as the information included in any free writing prospectus that we

have authorized for use in connection with this offering. You should also carefully read the information

incorporated by reference into this prospectus supplement and the accompanying prospectus, including the financial

statements and related notes, and the exhibits to the registration statement of which this prospectus supplement and

the accompanying prospectus are a part.

Overview

We are the leading company focused specifically on the science, development, and commercialization of

technologies for peripheral nerve regeneration and repair. We are passionate about providing the opportunity to

restore nerve function and quality of life for patients with peripheral nerve injuries. We provide innovative,

clinically proven, and economically effective repair solutions for surgeons and healthcare providers. Peripheral

nerves provide the pathways for both motor and sensory signals throughout the body. Every day, people suffer

traumatic injuries or undergo surgical procedures that impact the function of their peripheral nerves. Physical

damage to a peripheral nerve or the inability to properly reconnect peripheral nerves can result in the loss of muscle

or organ function, the loss of sensory feeling, or the initiation of pain.

Our platform for peripheral nerve repair features a comprehensive portfolio of products, including:

•Avance® (acellular nerve allograft-arwx), an acellular nerve scaffold for the treatment of adult and

pediatric patients aged one month or older with sensory, mixed and motor peripheral nerve discontinuities

(“Avance”);

•Avance® Nerve Graft, a biologically active off-the-shelf processed human nerve allograft for bridging

severed peripheral nerves without the comorbidities associated with a second surgical site (“Avance Nerve

Graft” and together with Avance, the “Avance Products”);

•Axoguard Nerve Connector®, a porcine (pig) submucosa extracellular matrix (“ECM”) coaptation aid for

tensionless repair of severed peripheral nerves (“Axoguard Nerve Connector”);

•Axoguard Nerve Protector®, a porcine submucosa ECM product used to wrap and protect damaged

peripheral nerves and reinforce the nerve reconstruction while minimizing soft tissue attachments

(“Axoguard Nerve Protector”);

•Axoguard HA+ Nerve Protector™, a porcine submucosa ECM base layer coated with a proprietary

hyaluronate-alginate gel, a next-generation technology designed to enhance nerve gliding and provide

short- and long-term protection for peripheral nerve injuries (“Axoguard HA+ Nerve Protector”);

•Axoguard Nerve Cap®, a porcine submucosa ECM product used to protect a peripheral nerve end and

separate the nerve from the surrounding environment to reduce the development of symptomatic or painful

neuroma (“Axoguard Nerve Cap”); and

•Avive+ Soft Tissue Matrix™, a multi-layer amniotic membrane allograft used to protect and separate

tissues in the surgical bed during the critical phase of tissue healing (“Avive+ Soft Tissue Matrix”).

On June 24, 2024, we announced the launch of Avive+ Soft Tissue Matrix. Avive+ Soft Tissue Matrix is

processed and distributed in accordance with U.S. Food and Drug Administration (“FDA”) requirements for Human

Cellular and Tissue-based Products (“HCT/P”) under the Code of Federal Regulations (“CFR”) Title 21 (“21 CFR”)

Part 1271 regulations and U.S. PHS regulations as a Section 361 human tissue product. Products regulated solely

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under Section 361 of the Public Health Service Act (“PHS Act”) are a product category under close scrutiny by the

FDA for compliance with the regulatory requirements and are potentially subject to regulatory change in the future.

On December 3, 2025, the FDA approved our Biologics License Application for Avance (“BLA”). In alignment

with prior agreements with the FDA, we will transition Avance Products from a human tissue product under Section

361 of the PHS Act (“361 HCT/P”) to a licensed biologic product under Section 351 of the PHS Act. Products that

began manufacturing prior to the BLA approval will continue to be distributed as a 361 HCT/P under 21 CFR Part

1271 requirements. Per our agreed upon transition plan with the FDA, this product may remain in the supply chain

until its labeled expiration date. Production of Avance under BLA standards began following BLA approval.

Our portfolio of products is currently available in the United States, Canada, Germany, the United Kingdom,

Spain and several other countries.

Revenue from the distribution of our Avance Nerve Graft, Axoguard Nerve Connector, Axoguard Nerve

Protector, Axoguard HA+ Nerve Protector, Axoguard Nerve Cap and Avive+ Soft Tissue Matrix in the U.S. is the

main contributor to our total reported sales and have been the key component of our growth to date.

Nerves can be damaged in several ways. When a nerve is cut due to a traumatic injury or inadvertently during a

surgical procedure, functionality of the nerve may be compromised, causing the nerve to no longer carry the signals

to and from the brain to the muscles and skin, thereby reducing or eliminating functionality. The loss of function can

impact a person’s ability to work and perform daily tasks, to properly be aware and respond to their environment

(e.g., heat, cold or other dangers), and could negatively impact their ability to experience and enjoy life.

Nerve damage or transection of the type described above generally requires a surgical repair. Traditionally, the

standard has been to either suture the nerve ends together directly without tension or to bridge the gap between the

nerve ends with a less important nerve surgically removed from elsewhere in the patient’s own body, referred to as a

nerve autograft. More recently, synthetic or collagen conduits have been used for the repair of short gaps. Nerves

that are not repaired or heal abnormally may result in a permanent loss of motor and/or sensory function.

Additionally, abnormal healing can form a neuroma that may send altered signals to the brain resulting in the

sensation of pain. This abnormal section of the nerve can, under certain circumstances, be surgically removed and

the nerve can be managed by capping, burying, or surgically repairing the nerve.

In addition, compression on a nerve, blunt force trauma or other physical irritations to a nerve can cause nerve

damage that may alter the signal conduction of the nerve, resulting in pain, and may, in some instances, require

surgical intervention to address the resulting nerve compression. Finally, when a patient undergoes a mastectomy

due to breast cancer or prophylactically due to a genetic predisposition for breast cancer, the nerves are cut to allow

the removal of the breast tissue. This can result in a loss of sensation, the potential risk of a symptomatic neuroma,

and could negatively impact the patient’s quality of life. When a patient chooses a breast reconstruction after a

mastectomy, sensation and quality of life can, in certain cases, be returned through surgical nerve repair.

To improve the options available for the surgical repair and regeneration of peripheral nerves, we have

developed and licensed regenerative medicine technologies. Our innovative approach to regenerative medicine has

resulted in first-in-class products that we believe are redefining the peripheral nerve repair market. Our products are

used by surgeons during surgical interventions to repair a wide variety of physical nerve damage throughout the

body, which can range from a simple laceration of a finger to a complex brachial plexus injury (an injury to the

network of nerves that control the movement and sensation of the shoulder, arm, and hand) as well as nerve injuries

caused by dental, orthopedic, and other surgical procedures.

Peripheral Nerve Regeneration Market Overview

Peripheral nerve injury (“PNI”) through damage or transection is a major source of physical disability impairing

the ability to move muscles or to feel normal sensations. Patients suffer traumatic bodily injuries every day that may

result in damage or transection to peripheral nerves severe enough to require surgical treatment. We break our total

addressable market into four categories: (i) extremities, (ii) oral maxillofacial and head and neck, (iii) breast, and

(iv) urology, which we refer to collectively as the Total Addressable Market (“TAM”).

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We previously estimated that U.S. PNI has a potential TAM for our current product portfolio and believe it is

presently at least $5.6 billion. Estimating the TAM for nerve repair is challenging as there is not a simple data source

for the incidence of peripheral nerve issues. This is further complicated by the fact that nerves can be injured

through a variety of traumatic and surgical injuries and can impact a patient from head to toe. In addition, we believe

nerves are often one of many structures injured in a trauma (e.g., amputation) or in surgery and the incidence of

these nerve injuries are often not coded or tracked. Quantifying the procedures involving nerve repair may also be

challenging. While selected trauma and surgical procedures are dedicated to the repair of nerves, most of the

incidence of nerve repair is a step in a larger trauma or surgical procedure. Current Procedural Terminology (“CPT”)

codes exist for surgeons to code for nerve repair; however, we believe the data substantially underestimates the total

number of nerves repaired. Physicians are encouraged to document all steps of procedures, but open trauma often

involves many surgical steps, and CPT codes may be inclusive of each other or may not be documented or reported

in billing records. As a result, we believe CPT coding underrepresents the total number of nerve repairs performed in

trauma. Because we believe CPT claims are not fully representative of the true volumes of nerve repair surgery, we

follow an “empirical” methodology to estimate the TAM – using published clinical literature and procedure

databases to make what we believe are the most objective assumptions.

Extremities

The extremities business is comprised of traumatic nerve injuries and chronic nerve injuries. The traumatic

nerve injuries portion of the TAM encompasses traumatic PNI throughout the body, with approximately 95% of

injuries affecting upper and lower extremity nerves. We previously estimated the trauma portion of the TAM and

presently believe it is at least $2.9 billion annually based upon epidemiological studies regarding the general number

of trauma patients, clinical literature review reporting PNI incidence, and physician interviews. We have estimated

the portion of these nerve repair procedures due to trauma that would require gap repair, primary repair and/or nerve

protection and applied, as we believed was appropriate in each procedure segment, the number of units and average

sales price of Avance Products and the average market price for nerve connectors and nerve protectors to determine

the probable TAM.

Oral Maxillofacial and Head and Neck

We previously estimated the oral maxillofacial portion of the TAM and presently believe it is at least $1.2

billion annually, based upon research indicating that approximately 54,000 PNI occur in the U.S. each year related

to third molar surgeries, anesthetic injections, dental implants, orthognathic surgery, and mandibular resection

procedures. We have applied the average sales price of the Avance Products, Axoguard Nerve Connector, and

Axoguard Nerve Protector that address such PNI to derive the oral maxillofacial portion of the estimated TAM.

In head and neck, we are focused on addressing nerve injuries in parotidectomy, thyroidectomy and radical neck

dissections, which we believe presently represent a significant opportunity with more than 200,000 procedures

performed annually, highly concentrated in large academic hospital centers.

Breast

We previously estimated the breast portion of the TAM based on autologous flap reconstructions (i.e. DIEP

flaps) and presently believe it is at least $417 million annually. In 2023, we launched Resensation® to implant-based

procedures with neurotization of the nipple area complex. We estimate that there is an additional 10-15% of the

breast reconstructions done with implants that can also be neurotized which adds at least $260 million to increase the

estimated TAM to at least $677 million annually. Currently, when a patient undergoes autologous or implant-based

breast reconstruction after a mastectomy, the patient receives the shape of a natural breast, but often times

experiences little to no return of sensory feeling. In certain cases, sensation can be returned to the breast area with

the use of our products through an innovative surgical technique called Resensation. We believe that the ideal breast

reconstruction should restore breast size, shape, symmetry, and softness, as well as sensation, without the potential

risks and comorbidity associated with autograft. We believe the Resensation technique incorporates a patient’s

desire for the opportunity to return sensation to their breasts with a reproducible and efficient surgical approach for

reconstructive plastic surgery.

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Urology

Prostate cancer is the second most common cancer in the U.S. with 1 in 8 men diagnosed over their lifetime.

Robotic assisted radical prostatectomy, which involves the surgical removal of the prostate gland, is the most

common surgical treatment. Despite its efficacy in cancer control and development of nerve sparing techniques, the

procedure often leads to problematic side effects, due to nerve injury to the cavernous nerve. Our nerve repair

portfolio can be used to reconstruct the transected cavernous nerve as well as provide nerve protection in nerve

sparing radical prostatectomies. We currently estimate the TAM is at least $754.0 million or 110,000 procedures. To

derive the estimated TAM we multiplied the average market sales price of our portfolio products used in the

procedure by the number of estimated procedures

Although distribution and sales of products in the extremities, oral maxillofacial and head and neck, breast and

urology portions of the TAM constitute our primary revenue sources today, multiple market expansion opportunities

in other clinical applications could offer us expanded revenue opportunities.

Recent Developments

Preliminary Unaudited Three Months and Full-Year 2025 Financial Information

While we have not finalized our financial results for the three months and year ended December 31, 2025, we

expect to report the following preliminary unaudited financial information:

•Revenue for the three months ended December 31, 2025 is expected to be approximately $59.9 million,

representing an increase of approximately 21.3% compared to the three months ended December 31, 2024.

•Revenue for the year ended December 31, 2025 is expected to be approximately $225.2 million,

representing an increase of approximately 20.2% compared to the year ended December 31, 2024.

•Gross margin for the three months and year ended December 31, 2025 is expected to be above 74%. Gross

margin is expected to reflect one-time costs of approximately $1.9 million, or approximately 3% and 1%

for the three months and year ended December 31, 2024, respectively, related to the approval of the BLA

for Avance by the FDA. It is also expected that approximately 67% of such one-time costs are non-cash

and relate to the vesting of certain stock compensation awards containing FDA approval milestones.

•We expect that our balance of cash, cash equivalents, restricted cash and investments was approximately

$45.5 million as of December 31, 2025, representing an increase of approximately $6.0 million compared

to the balance as of December 31, 2024.

The preliminary unaudited financial information set forth above is based on management’s initial analysis of

operations for the three months and year ended December 31, 2025, and are subject to completion of our financial

closing procedures and audit. Actual results may differ materially from these preliminary estimates. Neither our

independent accountants, nor any other independent accountants, have compiled, examined, or performed any

procedures with respect to the preliminary fourth quarter/year-end financial information contained herein, nor have

they expressed any opinion or any other form of assurance on such information, and assume no responsibility for,

and disclaim any association with, the preliminary fourth quarter/year-end financial information.

Biologics License Application Approval

On December 3, 2025, the FDA approved the BLA for Avance as an acellular nerve scaffold for the treatment

of adult and pediatric patients aged 1 month or older with sensory nerve discontinuity (≤25 mm). The FDA granted

accelerated approval to Avance for the treatment of sensory nerve discontinuity (>25 mm) and mixed and motor

nerve discontinuity based on extrapolation of the sensory results from our completed RECON study entitled “A

Multicenter, Prospective, Randomized, Patient and Evaluator Blinded Comparative Study of Nerve Cuffs and

Avance Nerve Graft Evaluating Recovery Outcomes for the Repair of Nerve Discontinuities.” Continued approval

for indications of sensory nerve discontinuities (>25 mm) and for mixed and motor nerve discontinuities depends on

verification and description of clinical benefit in confirmatory studies. The FDA requires a post-marketing

requirement study with a final protocol due February 5, 2026, study completion by December 5, 2030, and a final

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report due June 5, 2031, as well as progress reports every 180 days, beginning on May 31, 2026. Under this post-

marketing requirement, we will conduct a study comparing Avance to nerve autograft.

Commercial availability of Avance is expected early in the second quarter of 2026. In the meantime, Avance

remains available under the current tissue framework.

Expected Payoff of Oberland Credit Facility

We entered into a Term Loan Agreement, dated June 30, 2020 (as amended from time to time, the “Credit

Facility”), with Oberland Capital and its affiliates, TPC Investments II LP and Argo LLC (collectively, the

“Lender”). We entered into a payoff letter with the Lender on January 20, 2026 (the “Payoff Letter”). Pursuant to

the Payoff Letter, the final payoff amount (the payment of which the parties acknowledge and agree, for the

avoidance of doubt, shall result in the termination of all obligations under the Credit Facility) is approximately $69.7

million, so long as the payoff date is on or before February 15, 2026. Upon payment of the payoff amount and

satisfaction of the other conditions specified in the Payoff Letter, all obligations under the Credit Facility will be

paid in full, all liens and security interests securing such obligations will be released, and the Credit Facility and

related loan documents will terminate, subject to certain customary surviving provisions.

We currently intend to use a significant portion of the net proceeds from this offering for the early payoff and

termination of the Credit Facility. The actual amount of proceeds used for this purpose and the timing of such

repayment will depend on a number of factors, including the completion and closing of this offering and the

satisfaction of the conditions to repayment under the Payoff Letter. For a more complete description of our intended

use of proceeds from this offering, see the section titled “Use of Proceeds.”

Corporate Information

Axogen, Inc. was incorporated under the laws of the State of Minnesota in 1977. Our principal offices are

located at 13631 Progress Boulevard, Suite 400, Alachua, Florida 32615. Our telephone number is (386) 462-6800.

We have four wholly owned subsidiaries, Axogen Corporation, a Delaware corporation, Axogen Processing

Corporation, a Delaware corporation, Axogen Germany GmbH, a German corporation, and Axogen Europe GmbH,

a limited liability corporation with its corporate seat in Vienna, Austria. Our web address is www.axogeninc.com.

Information contained in, or accessible through, our website does not constitute a part of this prospectus supplement

or any accompanying prospectus. We have included our website in this prospectus supplement solely as an inactive

textual reference.

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THE OFFERING


Common stock offered by us .......................		$85,000,000 of shares.

Option to purchase additional shares from us ..............................................................		We have granted the underwriters an option for a period of 30 days from the date of this prospectus supplement to purchase up to an additional $12,750,000 of shares of our common stock.

Common stock to be outstanding immediately after this offering .................		shares (or shares if the underwriters exercise in full their option to purchase additional shares).

Use of proceeds ............................................		We estimate that the net proceeds to us from this offering will be approximately $ million, or approximately $ million if the underwriters exercise their option to purchase additional shares in full, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We currently expect to use a significant portion of the net proceeds from this offering to fund the repayment of the Credit Facility. The final repayment amount (the payment of which the parties acknowledge and agree, for the avoidance of doubt, shall result in the termination of all obligations under the Credit Facility) is expected to be approximately $69.7 million. The actual amount of proceeds used for this purpose and the timing of such repayment will depend on a number of factors, including the completion and closing of this offering and the satisfaction of the conditions to repayment under the Payoff Letter. Any proceeds from this offering in excess of amounts used to repay the Credit Facility, if any, will be used for general corporate purposes, including working capital and capital expenditures. For a more complete description of our intended use of proceeds from this offering, see the section titled “Use of Proceeds.”

Risk factors ..................................................		You should read the section titled “Risk Factors” beginning on page S-10 of this prospectus supplement and the “Risk Factors” sections contained in the accompanying prospectus and in the documents incorporated by reference herein and therein, including the risk factors contained in the “Risk Factors” section of our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for a discussion of some of the risks and uncertainties that you should carefully consider before deciding to invest in our common stock.

Nasdaq trading symbol ................................		“AXGN.”

Except as otherwise stated in this prospectus supplement, the number of shares of our common stock to be

outstanding immediately after this offering is based on 46,117,283 shares of common stock outstanding as of

September 30, 2025, and excludes:

•2,682,410 shares of our common stock issuable upon the exercise of options to purchase shares of our

common stock outstanding as of September 30, 2025, with a weighted-average exercise price of $10.91 per

share;

•5,447,592 shares of our common stock issuable upon the vesting of restricted stock units (“RSUs”)

outstanding as of September 30, 2025, including 3,052,331 shares issuable upon vesting of performance-

based RSUs assuming achievement of 100% of targets;

•56,865 shares of common stock issuable upon the vesting and settlement of restricted stock units granted

subsequent to September 30, 2025;

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•4,830,207 shares of our common stock reserved for future issuance under our 2019 Amended and Restated

Long-Term Incentive Plan (the “2019 Plan”) as of September 30, 2025;

•316,956 shares of common stock reserved for future issuance under our 2017 Employee Stock Purchase

Plan (“2017 ESPP”) as of September 30, 2025; and

•51,933 shares of common stock issued under our 2017 ESPP subsequent to September 30, 2025.

Except as otherwise indicated, all information in this prospectus supplement assumes:

•no exercise or settlement of outstanding options or outstanding RSUs referred to above; and

•no exercise of the underwriters’ option to purchase additional shares of our common stock from us.

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RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully the risks and

uncertainties described below, together with all of the other information contained in this prospectus supplement

and the other information included and incorporated by reference into this prospectus supplement and the

accompanying prospectus, including the risk factors contained in the “Risk Factors” section of our Annual Report

on Form 10-K for the fiscal year ended December 31, 2024 and in our subsequent Quarterly Reports on Form 10-Q,

which are hereby specifically incorporated by reference, before deciding to invest in our securities. You should read

the risk factors in the Annual Report on Form 10-K and Quarterly Reports on Form 10-Q in their entirety, except to

the extent that any such risk factors are modified or superseded by the risks described below. If any of such risks

occur, our business, financial condition and operating results may be materially adversely affected. In that event,

the trading price of our securities could decline, and you could lose all or part of your investment. The risks and

uncertainties described below or incorporated by reference are not the only ones we face. Additional risks and

uncertainties that we are unaware of, or that we currently believe are not material, may also become important

factors that adversely affect our business or results of operations.

Risks Related to This Offering

Our common stock has experienced, and may continue to experience, price volatility, which could result in

substantial losses for investors in our common stock.

Our common stock has at times experienced substantial price volatility as a result of many factors, including the

general volatility of stock market prices and volumes, changes in securities analysts’ estimates of our financial

performance, variations between our actual and anticipated financial results, changes in expectations regarding our

growth prospects, revenue, or profitability, fluctuations in procedure volumes or demand for our nerve repair and

regeneration solutions, the timing and outcomes of clinical studies or post-market data, regulatory developments or

actions related to our products, including those by the U.S. Food and Drug Administration or other regulatory

authorities, changes in reimbursement coverage or payment levels by third-party payors, health reform measures,

supply chain disruptions, or uncertainty about current global economic conditions. For these reasons, among others,

the price of our common stock may continue to fluctuate. In addition, if the stock market in general experiences a

loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our

business, financial condition or results of operations. If any of the foregoing occurs, it could cause our stock price to

fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and be a distraction to

management.

Future sales or issuances of our common stock, or the perception of such sales, may adversely affect our

common stock price.

Sales of our common stock or other securities in the public or private market, or the perception that these sales

may occur, could cause the market price of our common stock to decline. This could also impair our ability to raise

additional capital through the sale of our equity securities. Under our certificate of incorporation, we are authorized

to issue up to 100,000,000 shares of common stock. We may sell large quantities of our common stock at any time

pursuant to one or more separate offerings in the future. We cannot predict the size of future issuances of our

common stock or other securities or the effect, if any, that future sales and issuances of our common stock and other

securities would have on the market price of our common stock.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management has broad discretion in the application of the net proceeds from this offering, including for

working capital and other general corporate purposes, and we may spend or invest these proceeds in a way with

which our shareholders disagree. Although we currently expect to use a substantial portion of the net proceeds from

this offering to repay in full amounts outstanding under our Credit Facility, such use is subject to a number of

conditions, including the completion and closing of this offering and the satisfaction of the conditions set forth in the

Payoff Letter. Because of the number and variability of factors that will determine our use of the net proceeds from

this offering, including whether and when the repayment of the Credit Facility occurs, their ultimate use may vary

substantially from their currently intended use. For additional details, see the section titled “Use of Proceeds.”

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The failure by our management to apply these net proceeds effectively could harm our business. If we are

unable to complete the repayment of the Credit Facility as currently contemplated, we will continue to be subject to

the restrictions, liens and obligations under the Credit Facility, which may adversely affect our business, financial

condition and operating results. Pending their use, we may invest the net proceeds from this offering in a manner

that does not produce income or that loses value, which may negatively impact the market price of our common

stock.

If you purchase our common stock in this offering, you will incur immediate and substantial dilution.

The public offering price is substantially higher than the net tangible book value per share of our common stock

of $2.48 per share as of September 30, 2025. Investors purchasing common stock in this offering will pay a price per

share that substantially exceeds the book value of our tangible assets after subtracting our liabilities.

This dilution is due to the substantially lower price paid by our investors who purchased shares prior to this

offering as compared to the price offered to the public in this offering, and any previous exercise of stock options

granted to our service providers. To the extent outstanding options are exercised, RSUs or performance share awards

vest and settle or we raise any additional capital you will incur further dilution. As a result of the dilution to

investors purchasing shares in this offering, investors may receive less than the purchase price paid in this offering,

if anything, in the event of our liquidation. For additional information on the dilution that you will experience

immediately after this offering, see the section titled “Dilution.”

We do not currently intend to pay dividends on our common stock, and, consequently, investors’ ability to

achieve a return on their investment will depend on appreciation in the price of our common stock.

We have never declared or paid cash dividends on our common stock. We currently intend to retain all available

funds and any future earnings to support operations and to finance the growth and development of our business. We

do not intend to declare or pay any cash dividends on our capital stock in the foreseeable future. As a result, any

investment return on our common stock will depend upon increases in the value of our common stock, which is not

certain. There is no guarantee that our common stock will appreciate or even maintain the price at which investors

have purchased it.

Risks Related to the Regulatory Environment in Which We Operate

We obtained regulatory approval for certain uses of Avance through the FDA’s accelerated approval

pathway and traditional approval will be contingent on successful completion of a confirmatory post-approval

trial. Failure to successfully complete our confirmatory post-approval trial or obtain traditional approval would

have a material adverse effect on our business.

Although the FDA granted traditional approval to Avance as an acellular nerve scaffold for the treatment of

adult and pediatric patients aged 1 month or older with sensory nerve discontinuity (≤25 mm), the FDA granted

accelerated approval to Avance for the treatment of sensory nerve discontinuity (>25 mm) and mixed and motor

nerve discontinuity. For products granted accelerated approval, sponsors are required to verify and describe the

product’s anticipated clinical benefit generally in the form of confirmatory trials. These confirmatory trials must be

completed with due diligence and, pursuant to the Food and Drug Omnibus Reform Act (“FDORA”), the FDA is

authorized to require a post-approval trial to be underway prior to approval or within a specified time period

following approval. FDORA also requires the FDA to specify conditions of any required post-approval trial and

requires sponsors to submit progress reports for required post-approval studies and any conditions required by the

FDA. FDORA enables the FDA to initiate enforcement action for the failure to conduct with due diligence a

required post-approval trial, including a failure to meet any required conditions, which may include enrollment

targets, the study protocol and study milestones, specified by the FDA, or to submit timely reports. Failure to

conduct our required post-approval confirmatory trial with due diligence, to meet the timelines and conditions

agreed to by FDA for the completion of the confirmatory trial, or to verify and describe the anticipated clinical

benefit of Avance during our post-approval confirmatory trial would allow the FDA to withdraw approval on an

expedited basis as to the portions of the indication providing for use of Avance to treat sensory nerve discontinuity

(>25 mm), mixed and motor nerve discontinuity, or both, which would have a material adverse effect on our

business.

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In addition, all promotional materials for products approved under the accelerated approval pathway are subject

to prior review by the FDA. If the FDA were to object to our promotional pieces, we may be required to revise our

materials, or be subject to untitled or warning letters.

If the FDA were to withdraw or suspend our BLA approval, narrow the approved indication, or otherwise

limit the use of our Avance Products, our revenues would be significantly impacted and thus would have a

material adverse effect on us.

The FDA approved the BLA for Avance to treat sensory nerve discontinuity (≤25 mm) on December 3, 2025.

Following approval, Avance is subject to all post-approval regulatory requirements applicable to licensed biologics,

including manufacturing, labeling, packaging, storage, advertising, promotion, sampling, record-keeping, conduct of

post-marketing clinical trials and submission of safety, efficacy and other post-approval information, including both

federal and state requirements in the U.S. and requirements of comparable foreign regulatory authorities. If we fail

to comply with any post-approval requirements, the FDA could take regulatory action, including issuing warning

letter, imposing fines, mandating product recalls, restricting the approved indication, or withdrawing or suspending

the BLA. Any such action would have a material adverse effect on our operations and financial viability.

Because approximately 60% of our total revenues are from sales of Avance Products, any narrowing of the

approved indication, additional FDA-imposed restrictions, or other adverse action relating to the BLA could have a

material negative impact on our revenues and our operations.

Manufacturers and manufacturers’ facilities are required to continuously comply with FDA and comparable

foreign regulatory authority requirements, including ensuring that quality control and manufacturing procedures

conform to cGMP regulations and corresponding foreign regulatory manufacturing requirements. As such, we and

our third-party suppliers will be subject to continual review and inspections to assess compliance with cGMP and

adherence to commitments made in our BLA. Any failure by us or our third-party suppliers to adhere to or document

compliance with such regulatory requirements could lead to a delay or interruption in the availability of materials for

the manufacture of Avance, among other consequences. For example, Avance is supplied by a single Axogen owned

and operated manufacturing facility and our ability to continue manufacturing Avance at this facility under the terms

SEC Form 424B5 filed by Axogen Inc.