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

Rhea-AI Summary

Axogen (Nasdaq: AXGN) priced an upsized underwritten public offering of 4,000,000 common shares at $31.00 per share, generating gross proceeds of about $124 million (assuming no exercise of the option). The underwriters have a 30-day option to buy up to 600,000 additional shares at the public offering price less discounts and commissions. The offering is expected to close on January 23, 2026, subject to customary conditions.

Axogen intends to use net proceeds to pay off and terminate its term loan facility with Oberland Capital, and for working capital, capital expenditures and other general corporate purposes. Wells Fargo Securities and Mizuho lead the deal; Canaccord Genuity and Raymond James are co-managers.

Positive

• Offering priced at $31.00 per share for 4,000,000 shares
• Proposed gross proceeds of approximately $124 million
• Planned use: early payoff and termination of Oberland Capital term loan
• Underwriters granted option for up to 600,000 additional shares

Negative

• Issuance of 4,000,000 new shares will dilute existing shareholders
• Net proceeds depend on underwriting discounts and closing conditions

News Market Reaction

+3.58%

8 alerts

+3.58% News Effect

+$53M Valuation Impact

$1.52B Market Cap

0.8x Rel. Volume

On the day this news was published, AXGN gained 3.58%, reflecting a moderate positive market reaction. Our momentum scanner triggered 8 alerts that day, indicating moderate trading interest and price volatility. This price movement added approximately $53M to the company's valuation, bringing the market cap to $1.52B at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Primary shares offered: 4,000,000 shares Offering price: $31.00 per share Underwriters’ option shares: 600,000 shares +5 more

8 metrics

Primary shares offered 4,000,000 shares Upsized underwritten public offering of common stock

Offering price $31.00 per share Public offering price before underwriting discounts and commissions

Underwriters’ option shares 600,000 shares 30-day option for additional common stock at offering price

Gross proceeds approximately $124 million Expected gross proceeds assuming no exercise of underwriters’ option

Option period 30 days Duration of underwriters’ option to purchase additional shares

Expected closing date January 23, 2026 Anticipated closing of the public offering

Shelf form type Form S-3ASR Automatic shelf registration statement used for the offering

Shelf filing date January 21, 2026 Date S-3ASR became automatically effective under Rule 462(e)

Market Reality Check

Price: $32.83 Vol: Volume 586,081 vs 20-day ...

normal vol

$32.83 Last Close

Volume Volume 586,081 vs 20-day average 712,212 (relative volume 0.82x). normal

Technical Shares at $33.01, trading above 200-day MA of $18.38 and 4.88% below 52-week high of $34.705.

Peers on Argus

Sector peers showed mixed moves, with names like AVNS up 3.88% and TNDM down 0.9...

Sector peers showed mixed moves, with names like AVNS up 3.88% and TNDM down 0.91%, indicating stock-specific dynamics around AXGN’s offering.

Historical Context

5 past events · Latest: Jan 12 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 12	Prelim 2025 results	Positive	-5.8%	Preliminary Q4 and full-year 2025 revenue and cash update.
Dec 17	Conference participation	Positive	+7.0%	Announcement of presentation at J.P. Morgan 2026 Healthcare Conference.
Dec 03	FDA approval Avance	Positive	+2.3%	FDA BLA approval for AVANCE for specified nerve indications.
Nov 04	Investor conferences	Positive	+2.2%	Participation in multiple late-2025 investor conferences and webcasts.
Oct 29	Q3 2025 earnings	Positive	+23.1%	Strong Q3 growth, margin performance, and raised full-year guidance.

Pattern Detected

Positive operational and regulatory updates have generally led to positive price reactions, with one notable divergence on strong preliminary revenue results.

Recent Company History

Over the last few months, Axogen reported strong growth, including Q3 2025 revenue of $60.1M and raised 2025 guidance to at least $222.8M. The company then secured FDA BLA approval for Avance on Dec 3, 2025, followed by preliminary 2025 revenue of about $225.2M and gross margin above 74%. Conference participation in late 2025 and early 2026 supported investor engagement. Today’s upsized equity offering follows these milestones and aligns with the financing plans outlined in the recent 424B5 and S-3ASR filings.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2026-01-21

On Jan 21, 2026, Axogen filed an automatic shelf registration on Form S-3ASR, allowing it to issue common stock, preferred stock, debt securities, and warrants in one or more future offerings with no stated aggregate limit in the shelf summary. The current underwritten equity deal uses this framework, and future financings could also be executed under this active shelf.

Market Pulse Summary

This announcement details an upsized equity financing of 4,000,000 shares at $31.00 per share, plus ...

Analysis

This announcement details an upsized equity financing of 4,000,000 shares at $31.00 per share, plus a 30-day option for 600,000 additional shares, expected to raise about $124 million in gross proceeds. The funds are earmarked for early payoff of the Oberland term loan, working capital, and general corporate purposes, under an effective S-3ASR shelf. Investors may watch how quickly debt is retired, how net cash changes relative to recent 2025 results, and whether further offerings are pursued under the shelf.

Key Terms

underwritten public offering, term loan facility, automatic shelf registration statement, form s-3asr, +3 more

7 terms

underwritten public offering financial

"announced the pricing of an upsized underwritten public offering of 4,000,000 shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

term loan facility financial

"early payoff and termination of its term loan facility with Oberland Capital"

A term loan facility is a type of loan provided by a lender that is repaid over a set period of time, usually with fixed payments. It functions like a large, upfront loan that a borrower agrees to pay back gradually, often used to fund major investments or projects. For investors, understanding a company's use of such loans helps assess its financial stability and risk level.

automatic shelf registration statement regulatory

"being made pursuant to an automatic shelf registration statement on Form S-3ASR"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

form s-3asr regulatory

"automatic shelf registration statement on Form S-3ASR that became automatically effective"

Form S-3ASR is a type of SEC registration that lets large, well-known public companies pre-register securities so they can be sold quickly when needed, similar to having a pre-approved credit line they can draw on at short notice. For investors, it matters because it signals a company's readiness to raise cash fast, which can affect share supply and price (dilution) and reveal how easily the company can fund growth or handle short-term needs.

rule 462(e) regulatory

"became automatically effective pursuant to Rule 462(e) under the Securities Act of 1933"

Rule 462(e) is an SEC provision that lets a company register additional securities quickly by referencing an earlier, already-effective registration statement instead of repeating all the paperwork. For investors, it matters because it allows issuers to expand an offering or add shares on short notice—like adding more seats to a sold-out flight—so it can change supply and potentially affect share price and dilution without a separate, time-consuming filing process.

prospectus supplement regulatory

"A preliminary prospectus supplement and accompanying prospectus relating to the proposed offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

book-running managers financial

"Wells Fargo Securities and Mizuho are acting as lead book-running managers"

Book-running managers are the main banks or financial firms that organize and oversee a company's sale of new stocks or bonds. They help set the price, decide how many to sell, and coordinate the process to make sure everything runs smoothly. Their role is important because they guide the company through the complex process of raising money from investors.

AI-generated analysis. Not financial advice.

ALACHUA, Fla. and TAMPA, Fla., Jan. 21, 2026 (GLOBE NEWSWIRE) -- 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 at a price to the public of $31.00 per share, before underwriting discounts and commissions. All of the shares to be sold in the proposed offering are to be sold by Axogen. In addition, Axogen has granted the underwriters a 30-day option to purchase up to an additional 600,000 shares of its common stock at the public offering price, less underwriting discounts and commissions. The gross proceeds to Axogen from the proposed offering, before deducting underwriters’ discounts and commissions and other offering expenses payable by Axogen, are expected to be approximately $124 million (assuming no exercise of the underwriters’ option to purchase additional shares).

The proposed offering is expected to close on January 23, 2026, subject to the satisfaction of customary closing conditions.

Wells Fargo Securities and Mizuho are acting as lead book-running managers for the proposed offering. Canaccord Genuity and Raymond James are acting as co-managers for the proposed offering.

Axogen intends to use the net proceeds from the offering for early payoff and termination of its term loan facility with Oberland Capital, working capital, capital expenditures and other general corporate purposes.

The proposed offering is being made pursuant to an automatic shelf registration statement on Form S-3ASR that became automatically effective pursuant to Rule 462(e) under the Securities Act of 1933, as amended, upon its filing with the Securities and Exchange Commission (the “SEC”) on January 21, 2026. A preliminary prospectus supplement and accompanying prospectus relating to the proposed offering will be filed with the SEC and will be available for free on the SEC’s website located at http://www.sec.gov. When available, copies of the preliminary prospectus supplement and accompanying prospectus relating to the proposed offering may be obtained from: Wells Fargo Securities, LLC, Attention: Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or email a request to WFScustomerservice@wellsfargo.com; or Mizuho Securities USA LLC, Attn: Equity Capital Markets, 1271 Avenue of the Americas, 3rd Floor, New York, NY 10022, by telephone (212) 205-7600, or by email: US-ECM@mizuhogroup.com. Electronic copies of the preliminary prospectus supplement and accompanying prospectus will also be available on the website of the SEC at http://www.sec.gov.

Prospective investors should read the prospectus forming a part of the registration statement; the preliminary prospectus supplement relating to the proposed offering, the final prospectus supplement relating to the proposed offering, when available, and the other documents that Axogen has filed with the Securities and Exchange Commission for more complete information about Axogen and the proposed offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Axogen

Axogen (Nasdaq: AXGN) is focused on the science, development and commercialization of technologies for peripheral nerve repair. With a mission to make nerve repair the expected standard of care, Axogen advances the field through research, education, and collaboration with surgeons and healthcare providers across a global network.

Axogen’s product portfolio includes Avance® (acellular nerve allograft-arwx), Avance® Nerve Graft, Axoguard Nerve Connector®, Axoguard Nerve Protector®, Axoguard HA+ Nerve Protector™, Axoguard Nerve Cap®, and Avive+ Soft Tissue Matrix™.

Cautionary Statements Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this press release are forward-looking statements, including statements regarding Axogen’s expectations of market conditions and the satisfaction of customary closing conditions related to the public offering, and the expected closing of the offering and the anticipated use of proceeds therefrom, including the repayment of the term loan facility with Oberland Capital. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “upcoming” or “continue” or the negative of these terms or other similar expressions. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions, including the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the public offering, the risks associated with failing to satisfy the terms and conditions of payoff of the term loan facility with Oberland Capital, the risks and uncertainties inherent in Axogen’s business, including the risks and uncertainties described in the company’s periodic filings with the SEC. The events and circumstances reflected in the company’s forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Additional information on risks facing Axogen can be found under the heading “Risk Factors” in Axogen’s periodic filings with the SEC, including its annual report on Form 10-K for the year ended December 31, 2024 and in its subsequent quarterly reports on Form 10-Q, and in the preliminary prospectus supplement related to the public offering filed with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by applicable law, Axogen does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Media Contact:

Axogen, Inc.
InvestorRelations@axogeninc.com

FAQ

How many shares did Axogen (AXGN) offer in the January 2026 upsized public offering?

Axogen priced an offering of 4,000,000 common shares with a 30-day option for an additional 600,000 shares.

At what price per share did Axogen (AXGN) price the public offering on January 22, 2026?

The offering was priced at $31.00 per share, before underwriting discounts and commissions.

How much gross proceeds will Axogen (AXGN) receive from the offering?

Axogen expects approximately $124 million in gross proceeds assuming no exercise of the underwriters’ option.

What will Axogen (AXGN) use the net proceeds for from the January 2026 offering?

Axogen intends to use net proceeds to pay off and terminate its Oberland Capital term loan, plus working capital, capital expenditures and general corporate purposes.

When is the Axogen (AXGN) offering expected to close?

The proposed offering is expected to close on January 23, 2026, subject to customary closing conditions.

Who are the lead managers for Axogen's (AXGN) January 2026 offering?

Wells Fargo Securities and Mizuho are lead book-running managers; Canaccord Genuity and Raymond James are co-managers.