AXGN / Axogen, Inc. - SEC 보고서, 연례 보고, 기업 사업 설명서

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Burkecover UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a6(e)(2)) x

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36046 AXOGEN, INC. (

AXOGEN, INC. RESTRICTED STOCK UNITS NOTICE UNDER THE AXOGEN, INC. FOURTH AMENDED AND RESTATED 2019 LONG-TERM INCENTIVE PLAN

Exhibit 10.2 AXOGEN, INC. RESTRICTED STOCK UNITS NOTICE UNDER THE AXOGEN, INC. FOURTH AMENDED AND RESTATED 2019 LONG-TERM INCENTIVE PLAN Name of Grantee: This Notice evidences the award of restricted stock units (each, an “RSU,” and collectively, the “RSUs”) of Axogen, Inc., a Minnesota corporation (the “Company”), that have been granted to you pursuant to the Axogen, Inc. Fourth Amended and Resta

Making Nerve Repair an Expected Standard of Care A commitment to restoring health, improving quality of life, and advancing peripheral nerve care for every patient. April 2026 Forward-looking Statements This presentation contains “forward-looking” st

ex993axgncorporateprese Making Nerve Repair an Expected Standard of Care A commitment to restoring health, improving quality of life, and advancing peripheral nerve care for every patient.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36046 Axogen, I

Axogen, Inc. Reports First Quarter 2026 Financial Results Raises Full Year Revenue Guidance to at Least 20% Growth or $270 million

Exhibit 99.1 Axogen, Inc. Reports First Quarter 2026 Financial Results Raises Full Year Revenue Guidance to at Least 20% Growth or $270 million ALACHUA and TAMPA, FL – April 28, 2026 – Axogen, Inc. (NASDAQ: AXGN), a global leader in developing and marketing innovative surgical solutions for the restoration of peripheral nerve function, today reported financial results and business highlights for t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2026 AXOGEN, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2026 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Numb

Q1 2026 Financial Results April 28th, 2026 April 2026 Forward-looking Statements This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995, which are statements that are not historical

ex992axgnq1earningsrele Q1 2026 Financial Results April 28th, 2026 April 2026 Forward-looking Statements This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995, which are statements that are not historical facts and relate to future conditions, events, or results.

CERTAIN INFORMATION INDICATED BY [***] HAS BEEN OMITTED AS CONFIDENTIAL

Exhibit 10.1 CERTAIN INFORMATION INDICATED BY [***] HAS BEEN OMITTED AS CONFIDENTIAL AXOGEN, INC. PERFORMANCE-BASED RESTRICTED STOCK UNITS NOTICE UNDER THE AXOGEN, INC. FOURTH AMENDED AND RESTATED 2019 LONG-TERM INCENTIVE PLAN Name of Grantee: This Notice evidences the award of performance-based restricted stock units (each, a “PSU,” and collectively, the “PSUs”) of Axogen, Inc., a Minnesota corpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2026 AXOGEN, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2026 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36046 AXOGEN, INC. (

Q4 and 2025 Financial Results February 24, 2026 1 Disclaimer 2 Forward-looking Statements This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995, which are statements that are not hi

axgnq42025earningsreleas Q4 and 2025 Financial Results February 24, 2026 1 Disclaimer 2 Forward-looking Statements This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995, which are statements that are not historical facts and relate to future conditions, events, or results.

SUBSIDIARIES OF AXOGEN, INC.

Exhibit 21.1 SUBSIDIARIES OF AXOGEN, INC. As of December 31, 2025, Axogen, Inc. had four sole subsidiaries: 1.Axogen Corporation, a Delaware corporation; 2.Axogen Europe GmbH, an Austrian corporation; 3.Axogen Processing Corporation, a Delaware corporation; and 4.Axogen Germany GmbH, a German corporation.

Axogen, Inc. Reports Fourth Quarter and Full-Year 2025 Financial Results

Exhibit 99.1 Axogen, Inc. Reports Fourth Quarter and Full-Year 2025 Financial Results ALACHUA and TAMPA, FL – February 24, 2026 – Axogen, Inc. (NASDAQ: AXGN), a global leader in developing and marketing innovative surgical solutions for the restoration of peripheral nerve function, today reported financial results and business highlights for the fourth quarter and full-year ended December 31, 2025

Table of Contents

Table of Contents  Filed pursuant to Rule 424(b)(5)  Registration No. 333-292852 PROSPECTUS SUPPLEMENT (To Prospectus dated January 21, 2026) 4,000,000 Shares Common Stock We are offering 4,000,000 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

AXOGEN, INC. (a Minnesota corporation) 4,000,000 Shares Of Common Stock UNDERWRITING AGREEMENT

Exhibit 1.1 AXOGEN, INC. (a Minnesota corporation) 4,000,000 Shares Of Common Stock UNDERWRITING AGREEMENT January 21, 2026 Wells Fargo Securities, LLC Mizuho Securities USA LLC as Representatives of the several Underwriters c/o Wells Fargo Securities, LLC 500 West 33rd Street, 14th Floor New York, New York 10001 c/o Mizuho Securities USA LLC 1271 Avenue of the Americas New York, New York 10020 La

Axogen Announces Proposed Public Offering of Common Stock

Exhibit 99.1 Axogen Announces Proposed Public Offering of Common Stock ALACHUA and TAMPA, FL – January 21, 2026 - Axogen, Inc. (Nasdaq: AXGN), a global leader in developing and marketing innovative surgical solutions for the restoration of peripheral nerve function, today announced that it intends to offer and sell, subject to market and other conditions, $85.0 million of shares of its common stoc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2026 AXOGEN, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2026 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota 001-36046 41-1301878 (State or Other Jurisdiction of Incorporation or Organization) (Commiss

Axogen Announces Pricing of Upsized $124 Million Public Offering of Common Stock

Exhibit 99.2 Axogen Announces Pricing of Upsized $124 Million Public Offering of Common Stock ALACHUA and TAMPA, FL – January 21, 2026 - Axogen, Inc. (Nasdaq: AXGN), a global leader in developing and marketing innovative surgical solutions for the restoration of peripheral nerve function, today announced the pricing of an upsized underwritten public offering of 4,000,000 shares of its common stock

Security Type

Calculation of Filing Fee Tables S-3 Axogen, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effect

Table of Contents

Table of Contents  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 sal

AXOGEN, INC., as Issuer [ ], as Trustee Dated as of [ ], 20[ ] DEBT SECURITIES CROSS-REFERENCE TABLE

Exhibit 4.4 AXOGEN, INC., as Issuer and [ ], as Trustee INDENTURE Dated as of [ ], 20[ ] DEBT SECURITIES CROSS-REFERENCE TABLE Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939, as amended: Trust Indenture Act Section Indenture Section 310(a)(1) 7.09; 7.10 (a)(2) 7.10 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 7.10 (b) 7.

UNITED STATES

As filed with the Securities and Exchange Commission on January 21, 2026 Registration No.

Security Type

Calculation of Filing Fee Tables S-3 Axogen, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effect

1 Making Nerve Repair an Expected Standard of Care A commitment to restoring health, improving quality of life, and advancing peripheral nerve care for every patient. Michael Dale, President & CEO January 2026 Forward-looking statements This presenta

ex992-axogeninccorporate 1 Making Nerve Repair an Expected Standard of Care A commitment to restoring health, improving quality of life, and advancing peripheral nerve care for every patient.

Axogen, Inc. Reports Preliminary Unaudited Revenue for Fourth Quarter and Full-Year 2025

Exhibit 99.1 Axogen, Inc. Reports Preliminary Unaudited Revenue for Fourth Quarter and Full-Year 2025 ALACHUA and TAMPA, FL - January 12, 2026 - Axogen, Inc. (NASDAQ: AXGN), a global leader in developing and marketing innovative surgical solutions for the restoration of peripheral nerve function, today announced preliminary unaudited fourth quarter and full-year 2025 key financials. Preliminary Fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2026 AXOGEN, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2026 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2025 AXOGEN, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2025 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Nu

AMENDED AND RESTATED CONFIDENTIALITY, INTELLECTUAL PROPERTY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED CONFIDENTIALITY, INTELLECTUAL PROPERTY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (To replace Exhibit A of Ms. Lindsey Hartley’s previous employment agreement(s)) This Amended and Restated Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement (this “Amended Amended IP and NCNS Agreement”) is effective as of December 5, 2025 (t

Axogen Announces FDA Approval of Biologics License Application for AVANCE® (acellular nerve allograft–arwx)

Exhibit 99.1 Axogen Announces FDA Approval of Biologics License Application for AVANCE® (acellular nerve allograft–arwx) ALACHUA, FL and TAMPA, FL – December 3, 2025 – Axogen, Inc. (NASDAQ: AXGN), a global leader in developing and marketing innovative surgical technologies for the restoration of peripheral nerve function, today announced that the U.S. Food and Drug Administration (the “FDA”) has a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2025 AXOGEN, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2025 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2025 AXOGEN, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2025 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36046 Axoge

Axogen, Inc. Reports Third Quarter 2025 Financial Results Raises Full Year Revenue Guidance to at Least 19% Growth or $222.8 million

Exhibit 99.1 Axogen, Inc. Reports Third Quarter 2025 Financial Results Raises Full Year Revenue Guidance to at Least 19% Growth or $222.8 million ALACHUA and TAMPA, FL – October 29, 2025 – Axogen, Inc. (NASDAQ: AXGN), a global leader in developing and marketing innovative surgical solutions for the restoration of peripheral nerve function, today reported financial results and business highlights f

Q3 2025 Financial Results October 29, 2025 1 Disclaimer 2 Forward-looking Statements This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management'

axgnq32025earningsreleas Q3 2025 Financial Results October 29, 2025 1 Disclaimer 2 Forward-looking Statements This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995.

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144 0001682069 XXXXXXXX LIVE 0000805928 Axogen, Inc. 001-36046 13631 PROGRESS BLVD. SUITE 400 ALACHUA FL 32615 (386) 462-6817 Burke William P. Mr. Director Common Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917 736 13248.80 46012574 10/06/2025 NASDAQ Common 08/24/2023 Open Market Purchase Issuer N 736 08/24/2023 Cash N Elizabeth J Burke 2024 Irrevocable Trust 13631 Progress Bl

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144 0001682069 XXXXXXXX LIVE 0000805928 Axogen, Inc. 001-36046 13631 PROGRESS BLVD. SUITE 400 ALACHUA FL 32615 (386) 462-6817 Burke William P. Mr. Director Common Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917 11307 206316.82 46012574 10/03/2025 NASDAQ Common 08/23/2023 Open Market Purchase Issuer N 7600 08/23/2023 Cash Common 08/24/2023 Open Market Purchase Issuer N 3707 08/

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144 0001682069 XXXXXXXX LIVE 0000805928 Axogen, Inc. 001-36046 13631 Progress Blvd., Suite 400 Alachua FL 32615 3864626800 WILLIAM BURKE Director Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 14937 267073.56 46012574 10/03/2025 NASDAQ Common 09/01/2024 Restricted Stock Units Issuer N 14937 09/01/2024 N/A N 10b5-1 Sales for WILLIAM

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144 0001682069 XXXXXXXX LIVE 0000805928 Axogen, Inc. 001-36046 13631 Progress Blvd., Suite 400 Alachua FL 32615 3864626800 WILLIAM BURKE Director Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 7620 136169.40 46012574 10/02/2025 NASDAQ Common 09/01/2024 Restricted Stock Units Issuer N 7620 09/01/2024 N/A Y The securities to be sold w

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144 0001682069 XXXXXXXX LIVE 0000805928 Axogen, Inc. 001-36046 13631 PROGRESS BLVD. SUITE 400 ALACHUA FL 32615 (386) 462-6817 Burke William P. Mr. Director Common Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917 2400 43224.00 46012574 10/02/2025 NASDAQ Common 08/23/2023 Open Market Purchase issuer N 2400 08/23/2023 Cash Y This trade took place in the Elizabeth J Burke 2024 Irre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2025 AXOGEN, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2025 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Num

Axogen, Inc. Provides Update on FDA Review Timeline for Avance® Nerve Graft FDA PDUFA Goal Date Extended by Three Months

Exhibit 99.1 Axogen, Inc. Provides Update on FDA Review Timeline for Avance® Nerve Graft FDA PDUFA Goal Date Extended by Three Months ALACHUA, FL and TAMPA, FL – August 25, 2025 – Axogen, Inc. (NASDAQ: AXGN), a global leader in developing and marketing innovative surgical solutions for the restoration of peripheral nerve function, today announced that the U.S. Food and Drug Administration (the “FD

ne 30, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36046 Axogen, In

Q2 2025 Financial Results August 5, 2025 1 Disclaimer 2 Forward-looking statements This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management's

axgnq22025earningsslidef Q2 2025 Financial Results August 5, 2025 1 Disclaimer 2 Forward-looking statements This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 AXOGEN, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Numb

Axogen, Inc. Reports Second Quarter 2025 Financial Results Raises Full Year Revenue Guidance to at Least 17% Growth or $219 Million

Exhibit 99.1 Axogen, Inc. Reports Second Quarter 2025 Financial Results Raises Full Year Revenue Guidance to at Least 17% Growth or $219 Million ALACHUA and TAMPA, FL – August 5, 2025 – Axogen, Inc. (NASDAQ: AXGN), a global leader in developing and marketing innovative surgical solutions for the restoration of peripheral nerve function, today reported financial results and business highlights for

As filed with the Securities and Exchange Commission on August 5, 2025

As filed with the Securities and Exchange Commission on August 5, 2025 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Axogen, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 AXOGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Numbe

Form of 2025 Restricted Stock Unit Award Agreement pursuant to the Axogen, Inc. 2019 Stock Incentive Plan, as amended and restated as of March 27, 2024.

Exhibit 10.2 AXOGEN, INC. RESTRICTED STOCK UNITS NOTICE UNDER THE AXOGEN, INC. THIRD AMENDED AND RESTATED 2019 LONG-TERM INCENTIVE PLAN Name of Grantee: This Notice evidences the award of restricted stock units (each, an “RSU,” and collectively, the “RSUs”) of Axogen, Inc., a Minnesota corporation (the “Company”), that have been granted to you pursuant to the Axogen, Inc. Third Amended and Restate

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36046 Axogen, I

Form of 2025 Performance Stock Unit Award Agreement pursuant to the Axogen, Inc. 2019 Stock Incentive Plan, as amended and restated as of March 27, 2024. (1)

Exhibit 10.1 CERTAIN INFORMATION INDICATED BY [***] HAS BEEN OMITTED AS CONFIDENTIAL AXOGEN, INC. PERFORMANCE-BASED RESTRICTED STOCK UNITS NOTICE UNDER THE AXOGEN, INC. THIRD AMENDED AND RESTATED 2019 LONG-TERM INCENTIVE PLAN Name of Grantee: This Notice evidences the award of performance-based restricted stock units (each, an “PSU,” and collectively, the “PSUs”) of Axogen, Inc., a Minnesota corpo

Axogen Announces Chief Financial Officer Transition

Exhibit 99.2 Axogen Announces Chief Financial Officer Transition Lindsey Hartley, CPA, appointed as Chief Financial Officer to succeed Nir Naor ALACHUA and TAMPA, Fla., May 8, 2025 (GLOBE NEWSWIRE) - Axogen, Inc. (NASDAQ: AXGN), a global leader in developing and marketing innovative surgical solutions for peripheral nerve injuries, today announced the appointment of Lindsey Hartley, CPA, as Chief

Axogen, Inc. Reports 2025 First Quarter Financial Results

Exhibit 99.1 Axogen, Inc. Reports 2025 First Quarter Financial Results ALACHUA and TAMPA, FL – May 8, 2025 – Axogen, Inc. (NASDAQ: AXGN), a global leader in developing and marketing innovative surgical solutions for peripheral nerve injuries, today reported financial results and business highlights for the first quarter ended March 31, 2025. First Quarter Financial Results •First quarter revenue w

Employment Agreement, dated May 7, 2025, between the Company and Lindsey Hartley

Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), effective as of May 12, 2025 (the “Effective Date”), is made by and between AXOGEN CORPORATION, a Delaware corporation (“AXOGEN”), and Lindsey Hartley (“Employee”) (collectively, the “Parties”). RECITALS: WHEREAS, AXOGEN and the Employee desire to enter into this Agreement to state the terms and cond

Separation Agreement, dated May 7, 2025, between the Company and Nir Naor

Exhibit 10.1 May 7, 2025 Dear Nir Naor: The purpose of this letter agreement (the “Separation Agreement”) is to confirm the terms regarding your separation of employment with Axogen Corporation1 (“Axogen” or the “Company”). The Transition Pay and Benefits provided for in Section 1 below is contingent on (i) your full compliance with the provisions of this Agreement, (ii) your signing and not resci

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents Burkecover UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2025 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Numbe

The Standard of Nerve Care Investor Presentation March 4th, 2025 1 Forward-looking statements This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on ma

axogeninvestordaypresen The Standard of Nerve Care Investor Presentation March 4th, 2025 1 Forward-looking statements This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2025 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Numbe

Insider Trading Policy

Exhibit 19.1 Axogen, Inc. Insider Trading Policy Updated: December 16, 2024 1.General Federal securities law prohibits trading in the securities of a company on the basis of material non-public information. Unlawful insider trading occurs when a person uses Material Non-Public Information (as defined below) obtained through their employment or other involvement with a company to make decisions to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Content UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-360

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF AXOGEN, INC. As of December 31, 2024, Axogen, Inc. had four sole subsidiaries: 1.Axogen Corporation, a Delaware corporation; 2.Axogen Europe GmbH, an Austrian corporation; 3.Axogen Processing Corporation, a Delaware corporation; and 4.Axogen Germany GmbH, a German corporation.

February 25, 2025 nasdaq: axgn Corporate presentation 2 Safe harbor statement revolutionizing the science of nerve repair® This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. The

February 25, 2025 nasdaq: axgn Corporate presentation 2 Safe harbor statement revolutionizing the science of nerve repair® This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File N

Axogen, Inc Reports 2024 Fourth Quarter and Full-Year Financial Results

Axogen, Inc Reports 2024 Fourth Quarter and Full-Year Financial Results ALACHUA and TAMPA, FL – February 25, 2025 – Axogen, Inc.

EX-99.2 OPIN COUNSEL

CUSIP No.05463X106 13G - EXHIBIT NO. 99.2 - ITEM 7 INFORMATION The securities being reported on by Morgan Stanley as a parent holding company are owned, or may be deemed to be beneficially owned, by Morgan Stanley Capital Services LLC, a wholly-owned subsidiary of Morgan Stanley.

EX-99.1 CHARTER

EX-99.1 CHARTER 2 EXHIBITNO.99.1.txt EXHIBIT NO. 99.1 TO SCHEDULE 13G JOINT FILING AGREEMENT CUSIP No.05463X106 13G - EXHIBIT NO. 99.1 TO SCHEDULE 13G JOINT FILING AGREEMENT - February 03, 2025 - MORGAN STANLEY and Morgan Stanley Capital Services LLC hereby agree that, unless differentiated, this Schedule 13G is filed on behalf of each of the parties. MORGAN STANLEY BY: /s/ Christopher O'Hara - Ch

Axogen Reports Preliminary Unaudited Revenue for Fourth Quarter and Full-Year 2024 ALACHUA and TAMPA, Fla., January 10, 2025 (GLOBE NEWSWIRE) -- Axogen, Inc. (NASDAQ: AXGN), a global leader in developing and marketing innovative surgical solutions fo

Axogen Reports Preliminary Unaudited Revenue for Fourth Quarter and Full-Year 2024 ALACHUA and TAMPA, Fla.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 AXOGEN, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Nu

JOINT FILING AGREEMENT

Exhibit A JOINT FILING AGREEMENT The Undersigned agree that the statement on Schedule 13G with respect to the common stock of AxoGen, Inc dated as of January 8, 2025, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

AXGN / Axogen, Inc. / Soleus Capital Master Fund, L.P. - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* AXOGEN, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 05463X106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

November 7, 2024 nasdaq: axgn Corporate presentation 2 Safe harbor statement revolutionizing the science of nerve repair® This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. Thes

November 7, 2024 nasdaq: axgn Corporate presentation 2 Safe harbor statement revolutionizing the science of nerve repair® This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995.

Axogen, Inc Reports Third Quarter 2024 Financial Results and Provides BLA Update

Axogen, Inc Reports Third Quarter 2024 Financial Results and Provides BLA Update ALACHUA and TAMPA, FL – November 7, 2024 – Axogen, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Nu

JOINT FILING AGREEMENT

EX-99.A 2 ex99-a.htm JOINT FILING AGREEMENT First Light Asset Management, LLC SC 13G CUSIP No . 05463X106 Page 7 of 7 Exhibit A JOINT FILING AGREEMENT The Undersigned agree that the statement on Schedule 13G with respect to the common stock of AxoGen, Inc dated as of November 7, 2024, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant

AXGN / Axogen, Inc. / First Light Asset Management, LLC - ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

SC 13G 1 axgnsc13g-110724.htm ACQUISITION OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* Axogen, Inc (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 05463X106 (CUSIP Number) October 31, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36046 Axoge

AXGN / AxoGen, Inc. / ArrowMark Colorado Holdings LLC Passive Investment

SC 13G/A 1 arrowmark-axgn083124a8.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* Axogen, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 05463X106 (CUSIP Number) August 31, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2024 AXOGEN, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2024 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File N

Axogen Completes Submission of Biologics License Application to U.S. Food and Drug Administration for Avance Nerve Graft® ALACHUA, FL and TAMPA, FL, September 6, 2024 (GLOBE NEWSWIRE) -- Axogen, Inc. (NASDAQ: AXGN), a global leader in developing and

Axogen Completes Submission of Biologics License Application to U.S. Food and Drug Administration for Avance Nerve Graft® ALACHUA, FL and TAMPA, FL, September 6, 2024 (GLOBE NEWSWIRE) - Axogen, Inc. (NASDAQ: AXGN), a global leader in developing and marketing innovative surgical solutions for peripheral nerve injuries, announced that it has completed the rolling submission process for its Biologics

As filed with the Securities and Exchange Commission on August 9, 2024

As filed with the Securities and Exchange Commission on August 9, 2024 Registration No.

Axogen, Inc. Performance-Based Restricted Stock Units Notice Inducement Award Agreement, effective as of August 9, 2024, by and between Axogen, Inc. and Michael Dale (TSR) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 9, 2024.)

Exhibit 10.2 AXOGEN, INC. PERFORMANCE-BASED RESTRICTED STOCK UNITS NOTICE INDUCEMENT AWARD Name of Grantee: Michael Dale This Notice evidences the award of performance-based restricted stock units (each, a “PSU” and collectively, the “PSUs”) of Axogen, Inc., a Minnesota corporation (the “Company” or “Axogen”), that have been granted to and conditioned upon your agreement to the terms of the attach

Axogen, Inc. Performance-Based Restricted Stock Units Notice Inducement Award Agreement, effective as of August 9, 2024, by and between Axogen, Inc. and Michael Dale (Performance) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 9, 2024.)

Exhibit 10.3 AXOGEN, INC. PERFORMANCE-BASED RESTRICTED STOCK UNITS NOTICE INDUCEMENT AWARD Name of Grantee: Michael Dale This Notice evidences the award of performance-based restricted stock units (each, a “PSU” and collectively, the “PSUs”) of Axogen, Inc., a Minnesota corporation (the “Company” or “Axogen”), that have been granted to you and conditioned upon your agreement to the terms of the at

Axogen, Inc. Announces New Leadership Appointments

Exhibit 99.1 Axogen, Inc. Announces New Leadership Appointments • The Board of Directors appoints Michael Dale as new CEO and Director, effective August 9, 2024 • Dale replaces Karen Zaderej, who will remain in an advisory role for nine months • Current Member of the Board, Paul Thomas, will be the new Chairman of the Board, effective August 9, 2024 ALACHUA, FL. and TAMPA, FL., August 8, 2024 (GLO

Filing Fee Table. †

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Axogen, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value pe

Employment Agreement, dated August 9, 2024

Exhibit 10.1 Execution Version EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), effective as of August 9, 2024 (the “Effective Date”), is made by and between AXOGEN CORPORATION, a Delaware corporation (“AXOGEN”), and Michael Dale (“Executive”) (collectively, the “Parties”). RECITALS: WHEREAS, AXOGEN and the Executive desire to enter into this Agreement to state

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota 001-36046 41-1301878 (State or Other Jurisdiction of Incorporation or Organization) (Commissio

Axogen, Inc Reports Second Quarter 2024 Financial Results

Axogen, Inc Reports Second Quarter 2024 Financial Results ALACHUA and TAMPA, FL – August 8, 2024 – Axogen, Inc.

August 8, 2024 nasdaq: axgn Corporate presentation 2 Safe harbor statement revolutionizing the science of nerve repair® This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These

August 8, 2024 nasdaq: axgn Corporate presentation 2 Safe harbor statement revolutionizing the science of nerve repair® This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36046 Axogen, In

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Numb

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2024 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota 001-36046 41-1301878 (State or Other Jurisdiction of Incorporation or Organi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2024 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Number

Preferability Letter

Exhibit 18 May 2, 2024 Axogen, Inc. 13631 Progress Blvd., Suite 400 Alachua, FL 32615 Dear Sirs/Madams: At your request, we have read the description included in your Quarterly Report on Form 10-Q to the Securities and Exchange Commission for the quarter ended March 31, 2024, of the facts relating to the change in the classification of shipping and handling costs from sales and marketing expenses

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36046 Axogen, I

May 2, 2024 nasdaq: axgn Corporate presentation 2 Safe harbor statement revolutionizing the science of nerve repair® This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These sta

May 2, 2024 nasdaq: axgn Corporate presentation 2 Safe harbor statement revolutionizing the science of nerve repair® This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995.

Axogen, Inc Reports First Quarter 2024 Financial Results

Axogen, Inc Reports First Quarter 2024 Financial Results ALACHUA and TAMPA, FL – May 2, 2024 – Axogen, Inc.

Axogen, Inc. 13631 Progress Boulevard, Suite 400 Alachua, Florida 32615 April 26, 2024

Axogen, Inc. 13631 Progress Boulevard, Suite 400 Alachua, Florida 32615 April 26, 2024 VIA EDGAR Mr. Robert Augustin United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549 Re: Axogen, Inc. Registration Statement on Form S-3 (File No. 333-277689) Dear Mr. Augustin: Pursuant to Rule 461 u

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents Burkecover UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents Burkecover UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

As filed with the Securities and Exchange Commission on March 29, 2024

Table of Contents As filed with the Securities and Exchange Commission on March 29, 2024 Registration No.

2

Jaclyn Liu +1 (415) 268-6722 [email protected] Via EDGAR March 29, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Robert Augustin Jane Park Re: Axogen, Inc.   Registration Statement on Form S-3   Filed March 6, 2024   File No. 333-277689 Ladies and Gentlemen: On behalf of A

LETTER

United States securities and exchange commission logo March 18, 2024 Marc Began Executive Vice President and General Counsel Axogen, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Numbe

lianos (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K

DocuSign Envelope ID: 6C7F4528-363F-47F1-852D-EB5D1C15BF34 DocuSign Envelope ID: 6C7F4528-363F-47F1-852D-EB5D1C15BF34 DocuSign Envelope ID: 6C7F4528-363F-47F1-852D-EB5D1C15BF34 DocuSign Envelope ID: 6C7F4528-363F-47F1-852D-EB5D1C15BF34 DocuSign Envelope ID: 6C7F4528-363F-47F1-852D-EB5D1C15BF34 DocuSign Envelope ID: 6C7F4528-363F-47F1-852D-EB5D1C15BF34 DocuSign Envelope ID: 6C7F4528-363F-47F1-852D-

Axogen, Inc. Restricted Stock Units Inducement Award Agreement, effective as of March 1, 2023, by and between the Company and Jens Schroeder Kemp.

Exhibit 10.5 AXOGEN, INC. RESTRICTED STOCK UNITS INDUCEMENT AWARD NOTICE Name of Grantee: Jens Schroeder Kemp This Notice evidences the award of restricted stock units (each, an “RSU” and collectively, the “RSUs”) of Axogen, Inc., a Minnesota corporation (the “Company”), that have been granted to you as a material inducement for your entry into employment with the Company within the meaning of Rul

Axogen, Inc. Restricted Stock Units Inducement Award Agreement, effective as of March 1, 2023, by and between the Company and Marc Began.

Exhibit 10.4 AXOGEN, INC. RESTRICTED STOCK UNITS INDUCEMENT AWARD NOTICE Name of Grantee: Marc Began This Notice evidences the award of restricted stock units (each, an “RSU” and collectively, the “RSUs”) of Axogen, Inc., a Minnesota corporation (the “Company”), that have been granted to you as a material inducement for your entry into employment with the Company within the meaning of Rule 5635(c)

Axogen, Inc. Non-Qualified Stock Option Inducement Award Agreement, effective as of December 1, 2023, by and between the Company and Harold Tamayo.

Exhibit 10.3 AXOGEN, INC. NONQUALIFIED STOCK OPTION INDUCEMENT AWARD NOTICE This Notice evidences the award of nonqualified stock options (each, an “Option” or collectively, the “Options”) that have been granted to you, Harold Tamayo, subject to and conditioned upon your agreement to the terms of the attached Nonqualified Stock Option Inducement Award Agreement (the “Agreement”), as a material ind

Axogen, Inc. Restricted Stock Units Inducement Award Agreement, effective as of January 1, 2024, by and between the Company and Nir Naor.

Exhibit 10.7 AXOGEN, INC. RESTRICTED STOCK UNITS INDUCEMENT AWARD NOTICE Name of Grantee: Nir Naor This Notice evidences the award of restricted stock units (each, an “RSU” and collectively, the “RSUs”) of Axogen, Inc., a Minnesota corporation (the “Company”), that have been granted to you as a material inducement for your entry into employment with the Company within the meaning of Rule 5635(c)(4

As filed with the Securities and Exchange Commission on March 6, 2024

As filed with the Securities and Exchange Commission on March 6, 2024 Registration No.

Axogen, Inc. Non-Qualified Stock Option Inducement Award Agreement, effective as of March 1, 2023, by and between the Company and Jens Schroeder Kemp.

Exhibit 10.2 AXOGEN, INC. NONQUALIFIED STOCK OPTION INDUCEMENT AWARD NOTICE This Notice evidences the award of nonqualified stock options (each, an “Option” or collectively, the “Options”) that have been granted to you, Jens Schroeder Kemp, subject to and conditioned upon your agreement to the terms of the attached Nonqualified Stock Option Inducement Award Agreement (the “Agreement”), as a materi

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Axogen, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value per s

Axogen, Inc. Non-Qualified Stock Option Inducement Award Agreement, effective as of March 1, 2023, by and between the Company and Marc Began.

Exhibit 10.1 AXOGEN, INC. NONQUALIFIED STOCK OPTION INDUCEMENT AWARD NOTICE This Notice evidences the award of nonqualified stock options (each, an “Option” or collectively, the “Options”) that have been granted to you, Marc Began, subject to and conditioned upon your agreement to the terms of the attached Nonqualified Stock Option Inducement Award Agreement (the “Agreement”), as a material induce

As filed with the Securities and Exchange Commission on March 6, 2024

As filed with the Securities and Exchange Commission on March 6, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Axogen, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forwa

Form of Indenture

Exhibit 4.4 AXOGEN, INC., as Issuer and [    ], as Trustee INDENTURE Dated as of [     ], 20[  ] DEBT SECURITIES CROSS-REFERENCE TABLE Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939, as amended: Trust Indenture Act Section Indenture Section 310(a)(1) 7.09; 7.10 (a)(2) 7.10 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 7.1

Axogen, Inc. Restricted Stock Units Inducement Award Agreement, effective as of December 1, 2023, by and between the Company and Harold Tamayo.

Exhibit 10.6 AXOGEN, INC. RESTRICTED STOCK UNITS INDUCEMENT AWARD NOTICE Name of Grantee: Harold Tamayo This Notice evidences the award of restricted stock units (each, an “RSU” and collectively, the “RSUs”) of Axogen, Inc., a Minnesota corporation (the “Company”), that have been granted to you as a material inducement for your entry into employment with the Company within the meaning of Rule 5635

As filed with the Securities and Exchange Commission on March 6, 2024

S-3 Table of Contents As filed with the Securities and Exchange Commission on March 6, 2024 Registration No.

Amended and Restated Bylaws of Axogen, Inc. dated as of August 15, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed on March 5, 2024)

AXOGEN, INC. AMENDED AND RESTATED BYLAWS August 15, 2023 Table of Contents Page Article 1. Offices, Corporate Seal. 1 1.1 Registered Office 1 1.2 Other Offices 1 1.3 Corporate Seal 1 Article 2. Meetings of Shareholders. 1 2.1 Place and Time of Meetings 1 2.2 Regular Meetings 1 2.3 Advance Notice of Other Business 1 2.4 Advance Notice of Director Nominations 3 2.5 Special Meetings 4 2.6 Quorum; Adj

Form of Restricted Stock Unit Agreement under the Axogen, Inc. Inducement Equity Incentive Plan

-1- AXOGEN, INC. RESTRICTED STOCK UNITS NOTICE UNDER THE AXOGEN, INC. INDUCEMENT EQUITY INCENTIVE PLAN Name of Grantee: This Notice evidences the award of restricted stock units (each, an “RSU” and collectively, the “RSUs”) of Axogen, Inc., a Minnesota corporation (the “Company”), that have been granted to you pursuant to the Axogen, Inc. Inducement Equity Incentive Plan (the “Plan”) and condition

Ninth Amendment to License and Services Agreement, dated as of December 21, 2023, by and between Axogen Corporation and Community Blood Center (d/b/a Community Tissue Services)

Axogen, Inc. Compensation Recoupment Policy

sf-5557970 AXOGEN, INC. COMPENSATION RECOUPMENT POLICY In the event of any required accounting restatement of the financial statements of Axogen, Inc. (the “Company”) due to the material noncompliance of the Company with any financial reporting requirement under the applicable U.S. federal securities laws, including any required accounting restatement to correct an error in previously issued finan

Amended and Restated Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement, dated February 27, 2024, by and between Axogen Corporation and Jens Kemp

Amended and Restated Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement, dated February 27, 2024, by and between Axogen Corporation and Erick DeVinney

Form of Performance-Based Restricted Stock Units Notice Under the Axogen Inc. Amended and Restated 2019 Long-Term Incentive Plan (TSR)

-1- Certain information has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential.

Employment Agreement, dated February 27, 2024, by and between Axogen Corporation and Erick DeVinney

Amendment No. 1 to Executive Employment Agreement, dated February 27, 2024, by and between Axogen Corporation and Marc Began

Employment Agreement, dated February 13, 2023, by and between Axogen Corporation and Jens Kemp

1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), effective as of February 13, 2023 (the “Effective Date”), is made by and between AXOGEN CORPORATION, a Delaware corporation (“AXOGEN”), and Jens Schroder Kemp, with an address of 235 Meadowgate Drive, Annapolis Maryland, 21409 (“Employee”; collectively with AXOGEN, the “Parties”).

Axogen, Inc. Inducement Equity Incentive Plan

Privileged and Confidential AXOGEN, INC. INDUCEMENT EQUITY INCENTIVE PLAN 1. Purposes of the Plan. This Axogen Inc. Inducement Equity Plan (the “Plan”) is adopted by Axogen, Inc., a Minnesota corporation, (“Axogen”) to attract and retain the best available personnel for positions of substantial responsibility by providing an inducement material to individuals entering into employment with Axogen a

Amendment No. 1 to Executive Employment Agreement, dated February 27, 2024, by and between Axogen Corporation and Jens Kemp

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF AXOGEN, INC. As of December 31, 2023, Axogen, Inc. had four sole subsidiaries: 1.Axogen Corporation, a Delaware corporation; 2.Axogen Europe GmbH, an Austrian corporation; 3.Axogen Processing Corporation, a Delaware corporation; and 4.Axogen Germany GmbH, a German corporation.

Axogen, Inc Reports 2023 Fourth Quarter and Full-Year Financial Results

Axogen, Inc Reports 2023 Fourth Quarter and Full-Year Financial Results ALACHUA and TAMPA, FL –March 5, 2024 – Axogen, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2024 AXOGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2024 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Numbe

March 5, 2024 nasdaq: axgn Corporate presentation 2 Safe harbor statement revolutionizing the science of nerve repair® This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These s

March 5, 2024 nasdaq: axgn Corporate presentation 2 Safe harbor statement revolutionizing the science of nerve repair® This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Content . UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3

Axoguard HA+ Nerve Protector Supply and Manufacturing Agreement, dated May 2, 2023, by and between Cook Biotech Incorporated and Axogen Corporation

AXOGEN PROPRIETARY AND CONFIDENTIAL AXOGUARD HA+ NERVE PROTECTOR SUPPLY AND MANUFACTURING AGREEMENT THIS SUPPLY AND MANUFACTURING AGREEMENT (this “Agreement”) is entered into as of the 2nd day of May 2023 (“Effective Date”) by and between Cook Biotech Incorporated, an Indiana corporation having a place of business at 1425 Innovation Place, West Lafayette, Indiana 47906 (“CBI”) and Axogen Corporation, a Delaware corporation, having a place of business at 13631 Progress Blvd.

Amendment No. 1 to Executive Employment Agreement, dated February 27, 2024, by and between Axogen Corporation and Erick DeVinney

Employment Agreement, dated February 27, 2023, by and between Axogen Corporation and Marc Began

Commercial Lease Amendment, dated May 9, 2023, by and between Ja-Cole L.P. and Axogen, Inc.

COMMERCIAL LEASE AMENDMENT USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS®, INC.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2024 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Numbe

Amended and Restated Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement, dated February 27, 2024, by and between Axogen Corporation and Marc Began

Commercial Lease Amendment 6, dated March 10, 2023, by and between Ja-Cole L.P. and Axogen

DocuSign Envelope ID: CFC5DE88-28FD-4E43-8570-2556B2ADAEBA 10 March DocuSign Envelope ID: CFC5DE88-28FD-4E43-8570-2556B2ADAEBA DocuSign Envelope ID: CFC5DE88-28FD-4E43-8570-2556B2ADAEBA DocuSign Envelope ID: CFC5DE88-28FD-4E43-8570-2556B2ADAEBA Mike Donovan VP, Operations DocuSign Envelope ID: CFC5DE88-28FD-4E43-8570-2556B2ADAEBA DocuSign Envelope ID: CFC5DE88-28FD-4E43-8570-2556B2ADAEBA

Form of Performance-Based Restricted Stock Units Notice Under the Axogen Inc. Amended and Restated 2019 Long-Term Incentive Plan (Performance Goal)

-1- Certain information has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential.

AXGN / AxoGen, Inc. / ArrowMark Colorado Holdings LLC Passive Investment

SC 13G/A 1 arrowmark-axgn123123a7.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* Axogen, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 05463X106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the approp

AXGN / AxoGen, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv0384-axogeninc.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Axogen Inc Title of Class of Securities: Common Stock CUSIP Number: 05463X106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedu

AXGN / AxoGen, Inc. / MORGAN STANLEY - MS INITIAL Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Axogen, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 05463X106 - (CUSIP Number) December 31, 2023 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

AXGN / AxoGen, Inc. / Soleus Capital Master Fund, L.P. - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Axogen, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 05463X106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

AXGN / AxoGen, Inc. / BlackRock Inc. Passive Investment

SC 13G/A 1 us05463x1063012624.txt us05463x1063012624.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 6) AXOGEN, INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 05463X106 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2024 AXOGEN, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2024 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Num

January 5, 2024 nasdaq: axgn Corporate presentation 2 This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or predi

axogeninccorproatepresen January 5, 2024 nasdaq: axgn Corporate presentation 2 This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2023 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046

Separation, Waiver and Release of Claims Agreement, dated January 5, 2024, between the Company and Peter Mariani

separationwaiverandrelea Execution Copy ny-2653039.8 SEPARATION, WAIVER AND RELEASE OF CLAIMS AGREEMENT This Confidential Separation, Waiver and Release of Claims Agreement and Exhibits hereto (“Separation Agreement”), by and between Axogen Corporation (“Axogen” or the “Company”), and Peter J. Mariani, an individual (“Employee”) (individually known as a “Party” and collectively known as the “Parti

1 Axogen Announces Plan for Leadership Transition with CEO Karen Zaderej to Retire from Company by January 2025 ALACHUA and TAMPA, FL, Jan. 4, 2024 – Axogen, Inc. (NASDAQ: AXGN), a global leader in developing and marketing innovative surgical solutio

1 Axogen Announces Plan for Leadership Transition with CEO Karen Zaderej to Retire from Company by January 2025 ALACHUA and TAMPA, FL, Jan.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2024 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Num

Transition and Separation Agreement, dated January 4, 2024, between the Company and Karen Zaderej

Execution Copy sf-5683768.11 TRANSITION AND SEPARATION AGREEMENT This TRANSITION AND SEPARATION AGREEMENT (this “Agreement”) is made, as of the Effective Date (defined below), by and between Karen L. Zaderej (“Executive”) and Axogen Corporation (the “Company”). Executive and the Company are referred to herein individually as a “Party” and collectively as the “Parties.” A. Executive is employed by

Axogen Reports Preliminary Unaudited Revenue for Fourth Quarter and Full-Year 2023 ALACHUA, FL and TAMPA, FL, Jan. 4, 2024 - Axogen, Inc. (NASDAQ: AXGN), a global leader in developing and marketing innovative surgical solutions for peripheral nerve i

Axogen Reports Preliminary Unaudited Revenue for Fourth Quarter and Full-Year 2023 ALACHUA, FL and TAMPA, FL, Jan.

Axogen, Inc. Appoints Kathy Weiler to its Board of Directors Weiler brings 20+ years of strategic and commercial leadership experience to the Axogen, Inc. Board of Directors ALACHUA and TAMPA, FL – December 26, 2023 – Axogen, Inc. (NASDAQ: AXGN), a g

Axogen, Inc. Appoints Kathy Weiler to its Board of Directors Weiler brings 20+ years of strategic and commercial leadership experience to the Axogen, Inc. Board of Directors ALACHUA and TAMPA, FL – December 26, 2023 – Axogen, Inc. (NASDAQ: AXGN), a global leader in developing and marketing innovative surgical solutions for peripheral nerve injuries, is pleased to announce today the appointment of

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2023 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File N

1 Axogen Announces Transition of Finance Team Leadership Nir Naor Appointed CFO to Replace Peter Mariani as Company Aligns Executive Team with Financial Management Needs for Next Phase of Growth ALACHUA and TAMPA, Fla., Dec. 6, 2023 – Axogen, Inc. (N

pressreleasedateddecembe 1 Axogen Announces Transition of Finance Team Leadership Nir Naor Appointed CFO to Replace Peter Mariani as Company Aligns Executive Team with Financial Management Needs for Next Phase of Growth ALACHUA and TAMPA, Fla.

Employment Agreement, dated December 4, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2023 AXOGEN, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2023 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Nu

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Nu

November 7, 2023 nasdaq: axgn Corporate presentation 2 This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or pred

November 7, 2023 nasdaq: axgn Corporate presentation 2 This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36046 Axoge

Axogen, Inc Reports 2023 Third Quarter Financial Results

Axogen, Inc Reports 2023 Third Quarter Financial Results ALACHUA and TAMPA, FL – November 7, 2023 – Axogen, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2023 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File

As filed with the Securities and Exchange Commission on August 18, 2023

As filed with the Securities and Exchange Commission on August 18, 2023 Registration No.

Calculation of Filing Fee Tables Form S-8 (Form Type) Axogen, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Axogen, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2023 AXOGEN, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2023 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Num

AXGN / Axogen Inc. / Soleus Capital Master Fund, L.P. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Axogen, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 05463X106 (CUSIP Number) August 8, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

JOINT FILING AGREEMENT

EX-99.A 2 d503678dex99a.htm EX-99.A Exhibit 99.A JOINT FILING AGREEMENT Soleus Capital Master Fund, L.P., a Cayman Islands exempted limited partnership, Soleus Capital, LLC, a Delaware limited liability company, Soleus Capital Group, LLC, a Delaware limited liability company, and Guy Levy, an individual, hereby agree to file jointly the statement on Schedule 13G to which this Joint Filing Agreemen

AXGN / Axogen Inc. / ArrowMark Colorado Holdings LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36046 Axogen, In

Amendment to the Nerve End Cap Commercial Supply Agreement dated as of August 4, 2023, among Axogen Corporation and Cook Biotech Incorporated.

exhibit102amendmenttoner Page 1 of 2 First Amendment to Nerve End Cap Supply Agreement AXOGEN PROPRIETARY AND CONFIDENTIAL Cook Biotech Incorporated AMENDMENT TO NERVE END CAP SUPPLY AGREEMENT This Amendment to the Nerve End Cap Commercial Supply Agreement (the “Amendment”) is made and entered into this day of August 2023 (the “Amendment Effective Date”) by and between Axogen Corporation (“Distributor” or “Purchaser”), a Delaware Corporation having a place of business at 13631 Progress Blvd.

Amendment No. 3 to Distribution Agreement, dated as of August 4, 2023, by and between Axogen, Inc. and Cook Biotech Incorporated (incorporate

exhibit103amendmentno3to Page 1 of 2 Third Amendment to Distribution Agreement AXOGEN PROPRIETARY AND CONFIDENTIAL Cook Biotech Incorporated AMENDMENT NO.

Axogen, Inc Reports 2023 Second Quarter Financial Results

Axogen, Inc Reports 2023 Second Quarter Financial Results ALACHUA and TAMPA, FL – August 7, 2023 – Axogen, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 AXOGEN, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Numb

August 7, 2023 nasdaq: axgn Corporate presentation 2 This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or predic

August 7, 2023 nasdaq: axgn Corporate presentation 2 This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents cover UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 AXOGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Numbe

, 2023, among Axogen, Inc., Axogen Corporation, Axogen Processing Corporation, TPC Investments II LP and Argo SA LLC.

Execution Version 136166767.4 AMENDMENT NO. 1 TO THE TERM LOAN AGREEMENT THIS AMENDMENT NO. 1 TO THE TERM LOAN AGREEMENT, dated as of June 29, 2023 (this “Amendment”), is entered into by and among AXOGEN, INC., a Minnesota corporation (the “Company”), each of the Persons identified as a “Subsidiary Guarantor” on the signature pages hereto (together with the Borrower, each, an “Obligor” and, collec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents cover UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36046 Axogen, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 AXOGEN, INC. (Exact N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Number)

Axogen, Inc Reports 2023 First Quarter Financial Results

Axogen, Inc Reports 2023 First Quarter Financial Results ALACHUA and TAMPA, FL – May 9, 2023 – Axogen, Inc.

Other Events, Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1

Table of Content UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 AXOGEN, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Numb

First Amendment to Nerve End Cap Supply Agreement, dated April 6, 2020, by and between Cook Biotech Incorporated

exhibit10301firstamendme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Content UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-360

and the University of Florida Research Foundation, Inc. (incorporated by reference to Exhibit 10.2.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022, file

exhibit1023thirdamendmen

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF AXOGEN, INC. As of December 31, 2021, Axogen, Inc. had three sole subsidiaries: 1.Axogen Corporation, a Delaware corporation; 2.Axogen Europe GmbH, an Austrian corporation; and 3.Axogen Processing Corporation, a Delaware corporation.

Axogen, Inc Reports 2022 Fourth Quarter and Full-Year Financial Results

Axogen, Inc Reports 2022 Fourth Quarter and Full-Year Financial Results ALACHUA and TAMPA, FL – March 14, 2023 – Axogen, Inc.

Second Amendment to Lease dated as of January 1, 2023 by and between SNH Medical Office Properties Trust and Axogen Corporation.

EX-10. 25 3 2 exhibit10253secondamendm.htm EX-10. 25 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 AXOGEN, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Numb

JOINT FILING AGREEMENT

EX-99.1 2 pt7213gab.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf

AXGN / AxoGen Inc / Point72 Asset Management, L.P. - SCHEDULE 13G/A, AMENDMENT #1 Passive Investment

SC 13G/A 1 pt7213gaa.htm SCHEDULE 13G/A, AMENDMENT #1 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) Axogen, Inc. (Title of Class of

AXGN / AxoGen Inc / First Light Asset Management, LLC - SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

SC 13G 1 axgn-sc13g123122.htm SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* Axogen, Inc (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 05463X106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Sta

AXGN / AxoGen Inc / BlackRock Inc. Passive Investment

SC 13G/A 1 us05463x1063013123.txt us05463x1063013123.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 5) AXOGEN, INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 05463X106 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

AXGN / AxoGen Inc / ArrowMark Colorado Holdings LLC Passive Investment

SC 13G/A 1 arrowmark-axgn123122a5.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Axogen, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 05463X106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the approp

January 9, 2023 nasdaq: axgn Corporate presentation 2 This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or predi

January 9, 2023 nasdaq: axgn Corporate presentation 2 This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995.

Axogen Reports Preliminary Unaudited Revenue for Fourth Quarter and Full-Year 2022 ALACHUA and TAMPA, FL – January 9, 2023 – Axogen, Inc. (NASDAQ: AXGN), a global leader in developing and marketing innovative surgical solutions for peripheral nerve i

Axogen Reports Preliminary Unaudited Revenue for Fourth Quarter and Full-Year 2022 ALACHUA and TAMPA, FL – January 9, 2023 – Axogen, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Num

Confidential Separation Agreement and Release of Claims dated July 19, 2022 by and between Axogen Corporation and Eric Sandberg.

CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE OF CLAIMS This Confidential Separation Agreement And Release of Claims and Exhibits hereto (?Separation Agreement?), by and between Axogen (the ?Company?), and Eric Sandberg, an individual (?Employee?) (individually known as a ?Party? and collectively known as the ?Parties?), provides for the terms of the separation of Employee?s employment with the Company and the release by Employee of all actual or potential claims arising out of his employment, including the termination of his employment with the Company.

Axogen, Inc Reports 2022 Third Quarter Financial Results

Axogen, Inc Reports 2022 Third Quarter Financial Results ALACHUA and TAMPA, FL ? November 8, 2022 ? Axogen, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36046 Axoge

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Nu

November 8, 2022 nasdaq: axgn Corporate presentation 2 This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or pred

November 8, 2022 nasdaq: axgn Corporate presentation 2 This presentation contains ?forward-looking? statements as defined in the Private Securities Litigation Reform Act of 1995.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2022 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Nu

Axogen, Inc. announces the appointment of Adrian Tyndall, M.D. MPH, FACEP to its Board of Directors and the retirement of founding Director Mark Gold, M.D. Dr. Tyndall is currently the Executive Vice President for Health Affairs and Dean of Morehouse

Axogen, Inc. announces the appointment of Adrian Tyndall, M.D. MPH, FACEP to its Board of Directors and the retirement of founding Director Mark Gold, M.D. Dr. Tyndall is currently the Executive Vice President for Health Affairs and Dean of Morehouse School of Medicine. ALACHUA and TAMPA, FL ? October 31, 2022 ? Axogen, Inc. (NASDAQ: AXGN), a global leader in developing and marketing innovative su

First Amendment to Lease Agreement dated as of August 22, 2022, by and between Axogen Corporation and Ja-Cole, L.P. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on August 25, 2022)

Exhibit 10.1 FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT (this ?Amendment?) is made and entered into as of the 22 day of August, 2022, by and between JA-COLE, L.P., a Texas limited partnership (?Landlord?), and AXOGEN CORPORATION, a Delaware corporation (?Tenant?). RECITALS: A. Landlord and Tenant are parties to that certain Commercial Lease dated October 1, 2020 (he

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2022 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter)? Minnesota 001-36046 41-1301878 (State or Other Jurisdiction of Incorporation or Organization) (Commiss

Eighth Amendment to License and Services Agreement, dated as of August 22, 2022, by and between Axogen Corporation and Community Blood Center

Exhibit 10.2 EIGHTH AMENDMENT TO LICENSE AND SERVICES AGREEMENT This Eighth Amendment to the License and Services Agreement Consulting Services Agreement (this ?Eighth Amendment?) is made and entered into this 22nd day of August, 2022 (the ?Eighth Amendment Effective Date?) by and between Axogen Corporation, a Delaware corporation (the ?Licensee?), and Community Blood Center (d/b/a Community Tissu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36046 Axogen, In

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2022 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Numb

Axogen, Inc Reports 2022 Second Quarter Financial Results

Axogen, Inc Reports 2022 Second Quarter Financial Results ALACHUA and TAMPA, FL ? August 3, 2022 ? Axogen, Inc.

As of August 3, 2022 nasdaq: axgn Corporate presentation 2 This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or

As of August 3, 2022 nasdaq: axgn Corporate presentation 2 This presentation contains ?forward-looking? statements as defined in the Private Securities Litigation Reform Act of 1995.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2022 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Numbe

Axogen, Inc. Announces Organizational Updates, Preliminary Second Quarter Revenue and Reaffirms Full-Year 2022 Financial Guidance Organizational updates are part of plan to bring additional focus on leveraging clinical data to accelerate market devel

Exhibit 99.1 Axogen, Inc. Announces Organizational Updates, Preliminary Second Quarter Revenue and Reaffirms Full-Year 2022 Financial Guidance Organizational updates are part of plan to bring additional focus on leveraging clinical data to accelerate market development and the pace of innovation Preliminary unaudited second quarter revenue of approximately $34.4 million Company will report full se

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2022 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Number

Axogen, Inc. Appoints William Burke to Board of Directors

Exhibit 99.1 Axogen, Inc. Appoints William Burke to Board of Directors Burke brings 25+ years of global financial leadership experience to the Axogen, Inc. Board of Directors ALACHUA and TAMPA, FL ? July 11, 2022 ? Axogen, Inc. (NASDAQ: AXGN), a global leader in developing and marketing innovative surgical solutions for peripheral nerve injuries, today announced that, effective July 11, 2022, Will

AXGN / AxoGen Inc / Point72 Asset Management, L.P. - SCHEDULE 13G Passive Investment

240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.)* (Name of Issuer) Axogen, Inc. (Title of Class of Securities) Common Stock, $0.01 Par Value Per Share (CU

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi

As filed with the Securities and Exchange Commission on May 31, 2022

As filed with the Securities and Exchange Commission on May 31, 2022 Registration No.

Calculation of Filing Fee Tables Form S-8 (Form Type) Axogen, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

EX-FILING FEES 4 brhc10038163ex107.htm EXHIBIT 107 Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Axogen, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Regis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2022 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36046 Axogen, I

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Number)

Axogen, Inc. Announces Positive Topline Results from Phase 3 RECONSM Study for Avance® Nerve Graft RECON achieved its Primary Endpoint, a critical milestone toward transitioning Avance Nerve Graft to a licensed biologic and further supporting the exp

Axogen, Inc. Announces Positive Topline Results from Phase 3 RECONSM Study for Avance? Nerve Graft RECON achieved its Primary Endpoint, a critical milestone toward transitioning Avance Nerve Graft to a licensed biologic and further supporting the expanded adoption of Avance ALACHUA and TAMPA, FL ? May 4, 2022 ? Axogen, Inc. (NASDAQ: AXGN), a global leader in developing and marketing innovative sur

As of May 4, 2022 nasdaq: axgn Corporate presentation 2 This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or pre

As of May 4, 2022 nasdaq: axgn Corporate presentation 2 This presentation contains ?forward-looking? statements as defined in the Private Securities Litigation Reform Act of 1995.

Axogen, Inc Reports 2022 First Quarter Financial Results

Axogen, Inc Reports 2022 First Quarter Financial Results ALACHUA and TAMPA, FL ? May 4, 2022 ? Axogen, Inc.

Axogen, Inc. Second Amended and Restated 2019 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 14, 2022).

Table of Contents cover UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents cover UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Form of Restricted Stock Units Notice and Restricted Stock Units Agreement under the Axogen, Inc. Amended and Restated 2019 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on April 1, 2022)

AXOGEN, INC. RESTRICTED STOCK UNITS NOTICE UNDER THE AXOGEN, INC. AMENDED AND RESTATED 2019 LONG-TERM INCENTIVE PLAN Name of Grantee: This Notice evidences the award of restricted stock units (each, an ?RSU,? and collectively, the ?RSUs?) of Axogen, Inc., a Minnesota corporation (the ?Company?), that have been granted to you pursuant to the Axogen, Inc. Amended and Restated 2019 Long-Term Incentiv

Form of Performance-Based Restricted Stock Units Notice and Performance-Based Restricted Stock Units Agreement under the Axogen, Inc. Amended and Restated 2019 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 1, 2022).

-1- Field Code Changed AXOGEN, INC. PERFORMANCE-BASED RESTRICTED STOCK UNITS NOTICE UNDER THE AXOGEN, INC. AMENDED AND RESTATED 2019 LONG-TERM INCENTIVE PLAN Name of Grantee: This Notice evidences the award of performance-based restricted stock units (each, an ?PSU,? and collectively, the ?PSUs?) of Axogen, Inc., a Minnesota corporation (the ?Company?), that have been granted to you pursuant to th

Form of Premium Incentive Stock Options Notice and Premium Incentive Stock Option Agreement under the Axogen, Inc. Amended and Restated 2019 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on April 1, 2022).

AXOGEN, INC. PREMIUM INCENTIVE STOCK OPTION NOTICE This Notice evidences the award of stock options (each, an ?Option? or collectively, the ?Options?) that have been granted to you, [NAME], subject to and conditioned upon your agreement to the terms of the attached Incentive Stock Option Agreement (the ?Agreement?). The Options entitle you to purchase shares of common stock, par value $0.01 per sh

Form of Incentive Stock Options Notice and Incentive Stock Option Agreement under the Axogen, Inc. Amended and Restated 2019 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on April 1, 2022).

AXOGEN, INC. INCENTIVE STOCK OPTION NOTICE This Notice evidences the award of stock options (each, an ?Option? or collectively, the ?Options?) that have been granted to you, [NAME], subject to and conditioned upon your agreement to the terms of the attached Incentive Stock Option Agreement (the ?Agreement?). The Options entitle you to purchase shares of common stock, par value $0.01 per share (?Co

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2022 AXOGEN, INC. (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation or Organization) 001-36046 (Commission File Numb

Filing Fee Table †

Exhibit 107 Calculation of Filing Fee Tables Post-Effective Amendment to Form S-3 (Form Type) Axogen, Inc.

Amendment No. 2

POS AM 1 brhc10034417posam.htm POS AM As filed with the Securities and Exchange Commission on February 25, 2022 Registration Statement No. 333-255807 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AXOGEN, INC. (Exact name of registrant as specified in its charter) Minnesota 41-1

Amendment No. 1

As filed with the Securities and Exchange Commission on February 25, 2022 Registration Statement No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF AXOGEN, INC. As of December 31, 2021, Axogen, Inc. had three sole subsidiaries: 1.Axogen Corporation, a Delaware corporation; 2.Axogen Europe GmbH, an Austrian corporation; and 3.Axogen Processing Corporation, a Delaware corporation.

As of December 31, 2021 nasdaq: axgn Corporate presentation 2 This presentation contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations

As of December 31, 2021 nasdaq: axgn Corporate presentation 2 This presentation contains ?forward-looking? statements as defined in the Private Securities Litigation Reform Act of 1995.