Axogen Announces Proposed Public Offering of Common Stock

Rhea-AI Summary

Axogen (Nasdaq: AXGN) announced a proposed underwritten public offering of $85.0 million of common stock, with a 30-day underwriter option to purchase up to an additional $12.75 million of shares. All shares will be sold by Axogen and the offering is subject to market and other conditions with no assurance of completion or final terms. Wells Fargo Securities and Mizuho are lead book-runners; Canaccord Genuity and Raymond James are co-managers. Axogen intends to use net proceeds for early payoff and termination of its Oberland Capital term loan facility, working capital, capital expenditures and general corporate purposes. The offering is being made under an automatic Form S-3ASR registration statement that became effective on January 21, 2026.

Positive

• Raises up to $97.75 million including underwriter option
• Proceeds earmarked to pay off term loan with Oberland Capital
• Improves liquidity for working capital and capital expenditures

Negative

• Issuance may cause shareholder dilution from new shares
• Offering completion not assured; market conditions could reduce proceeds

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

Base offering size: $85.0 million Underwriters’ option: $12.75 million Option period: 30 days +3 more

6 metrics

Base offering size $85.0 million Proposed underwritten public offering of common stock

Underwriters’ option $12.75 million 30-day option for additional common stock

Option period 30 days Underwriters’ option to purchase additional shares

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

Share price $31.87 AXGN price before offering announcement

Term loan payoff use Early payoff Net proceeds intended to terminate Oberland Capital term loan

Market Reality Check

Price: $32.83 Vol: Volume 670,328 is slightl...

normal vol

$32.83 Last Close

Volume Volume 670,328 is slightly below the 20-day average of 723,285 (relative volume 0.93) ahead of the offering. normal

Technical Shares at $31.87 are trading above the 200-day MA of $18.30 and about 8.17% below the 52-week high of $34.71.

Peers on Argus

AXGN gained 2.74% while key device peers showed mixed but mostly positive moves ...

AXGN gained 2.74% while key device peers showed mixed but mostly positive moves (e.g., TNDM +2.6%, IRMD +2.21%, OFIX -1.09%), suggesting a stock-specific financing event rather than a broad sector rotation.

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 FY 2025 revenue growth with stronger cash balance.
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 nerve allograft under Accelerated Approval.
Nov 04	Investor conferences	Positive	+2.2%	Participation in several late‑2025 investor conferences and presentations.
Oct 29	Q3 2025 earnings	Positive	+23.1%	Strong Q3 revenue growth, improved profitability, and raised full‑year guidance.

Pattern Detected

AXGN has generally traded higher on positive catalysts, with one notable selloff following strong preliminary revenue, indicating occasional profit-taking or valuation concerns after good news.

Recent Company History

Over the last few months, Axogen reported strong financial and regulatory progress. Q3 2025 results showed revenue of $60.1M with 23.5% YoY growth and raised 2025 guidance to at least $222.8M. The company then received FDA BLA approval for Avance on Dec 3, 2025, followed by preliminary 2025 revenue of about $225.2M and cash of $45.5M. Multiple conference appearances highlighted its story. Today’s equity offering leverages this strengthened position to refinance its term loan and fund general purposes.

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, effective immediately, permitting offerings of common stock, preferred stock, debt, and warrants in multiple tranches with no stated aggregate cap in the prospectus summary. The current proposed stock sale draws on this active shelf to refinance debt and support corporate uses.

Market Pulse Summary

This announcement details a proposed underwritten offering of $85.0 million in common stock, plus a ...

Analysis

This announcement details a proposed underwritten offering of $85.0 million in common stock, plus a $12.75 million underwriters’ option, under Axogen’s new automatic shelf on Form S-3ASR. Proceeds are earmarked for early payoff of the Oberland Capital term loan and general corporate purposes. In context of recent revenue growth and FDA approval for Avance, key watch points include final offering terms, post-deal leverage, and how efficiently the new capital supports growth initiatives.

Key Terms

underwritten public offering, term loan facility, automatic shelf registration statement, form s-3asr, +2 more

6 terms

underwritten public offering financial

"it intends to offer and sell, subject to market and other conditions, $85.0 million of shares of its common stock in a proposed underwritten public offering."

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

"use the net proceeds from the offering for 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

"The proposed offering is being made pursuant to an automatic shelf registration statement on Form S-3ASR that became automatically effective"

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

"pursuant to an 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

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

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 will be filed with the SEC"

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.

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 that it intends to offer and sell, subject to market and other conditions, $85.0 million of shares of its common stock in a proposed underwritten public offering. In addition, Axogen intends to grant the underwriters a 30-day option to purchase up to an additional $12.75 million of shares of its common stock. All of the shares to be sold in the proposed offering are to be sold by Axogen. There can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

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 and the prospectus supplement relating to the proposed offering, when available, and the other documents that Axogen has filed with the SEC 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 relating to the offering, including the structure, timing, size and completion of the offering and the anticipated use of proceeds therefrom, including the repayment of the term loan facility with Oberland Capital, and the grant to the underwriters of the option to purchase additional shares. 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 proposed 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 these 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 proposed public offering to be 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 much is Axogen (AXGN) proposing to raise in the January 21, 2026 offering?

Axogen intends to offer $85.0 million of common stock, plus a 30-day option for up to $12.75 million additional shares.

What will Axogen (AXGN) use the offering proceeds for?

Axogen plans to use net proceeds for early payoff and termination of its Oberland Capital term loan, working capital, capital expenditures and general corporate purposes.

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

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

Is the Axogen (AXGN) offering guaranteed to close?

No; the offering is subject to market and other conditions and there is no assurance it will be completed or on the proposed terms.

Under what SEC filing is Axogen (AXGN) conducting the offering?

The offering is being made under an automatic Form S-3ASR registration statement that became effective under Rule 462(e) on January 21, 2026.

Where can investors obtain the Axogen (AXGN) preliminary prospectus supplement?

When available, copies will be filed with the SEC and obtainable free from the SEC website or from Wells Fargo Securities or Mizuho as listed in the filing.