Axogen outlines $200M BioCircuit cash deal
Axogen details a $200 million cash acquisition of BioCircuit Technologies, expecting year-one accretion to growth and margins if the deal closes.
Rhea-AI Filing Summary
Axogen, Inc. (AXGN) filed an amended current report to add the full Agreement and Plan of Merger for its planned acquisition of BioCircuit Technologies, Inc. and to furnish a corrected investor presentation. The merger agreement, now filed as Exhibit 2.1, sets out the terms of a proposed all-cash transaction of $200 million, subject to customary adjustments. Axogen highlights BioCircuit’s NerveTape platform, which generated approximately $11 million in 2025 revenue and about $24 million in run-rate revenue based on the twelve months ended May 31, 2026, with roughly 80% gross margins and positive EBITDA on a standalone basis. The company states that, if completed, the acquisition is expected to be accretive to revenue growth and adjusted EBITDA margins in year one, while Axogen remains free-cash-flow positive post-transaction. Closing is expected in the fourth quarter of 2026 and remains subject to customary conditions, including conversion of outstanding convertible notes, a required IP license consent, and a spin-out of BioCircuit’s electronic business.
Positive
- $200 million acquisition of BioCircuit adds a commercialized NerveTape platform with ~$24 million run-rate revenue, ~80% gross margins, and positive standalone EBITDA, reinforcing Axogen’s nerve repair portfolio.
- Management projects the BioCircuit deal to be accretive to revenue growth and adjusted EBITDA margins in year one, while Axogen expects to remain free cash flow positive after the acquisition.
- Axogen targets a large $5.6 billion U.S. nerve care opportunity with a 2022–2025 revenue compound annual growth rate of 17.6%, indicating sustained topline expansion ahead of the planned acquisition.
Negative
- The transaction requires $200 million in cash consideration, to be funded substantially from an equity offering, implying meaningful equity issuance and associated dilution for existing shareholders.
- Closing of the BioCircuit acquisition is subject to multiple conditions—including note conversions, an IP license consent, and a business spin-out—and Axogen cautions there is no assurance the deal will be completed on the anticipated terms or timeline, or at all.
Filing Explained
The proposed acquisition is tied to a planned equity offering, but its share count and ownership effect cannot yet be sized.
The amendment adds the merger agreement and corrects the investor presentation; the BioCircuit acquisition remains proposed for
The filing says the merger agreement is included to show its contractual terms, not to establish the actual condition of Axogen or BioCircuit. The corrected presentation is furnished for Regulation FD purposes and is not treated as filed under Section 18.
As of
The amendment does not disclose the equity offering's size, price, or share count, so any resulting ownership change for existing common holders cannot be sized from this filing.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
U.S. nerve care total addressable market (TAM): $5.6 billion
Axogen revenue 2022: $138.6 million
Axogen revenue 2025: $225.2 million
+5 more
8 metrics
U.S. nerve care total addressable market (TAM)
$5.6 billion
Stated company estimate of U.S. nerve care opportunity
Axogen revenue 2022
$138.6 million
Annual revenue for 2022
Axogen revenue 2025
$225.2 million
Annual revenue for 2025
Revenue CAGR 2022–2025
17.6%
Axogen revenue compound annual growth rate over 3 years
BioCircuit 2025 revenue
$11 million
BioCircuit Technologies revenue in 2025
BioCircuit run-rate revenue
$24 million
Q2 2026 annualized, trailing twelve months ended May 31, 2026
BioCircuit gross margin
80%
Approximate standalone gross margin over trailing twelve months
BioCircuit purchase price
$200 million
Cash consideration for the planned acquisition, subject to adjustments
Key Terms
Adjusted EBITDA, Free Cash Flow, run-rate revenue, Level 1 clinical evidence, +2 more
6 terms
Adjusted EBITDA financial
"EBITDA, Adjusted EBITDA, which further excludes non-cash stock-based"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Free Cash Flow financial
"We also use the Free Cash Flow metric, which corresponds to the net cash"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
run-rate revenue financial
"~$24MM Run-Rate Revenue (Q2 2026 Annualized)"
Run-rate revenue is an estimate of a company’s future sales calculated by taking current revenue over a short period (like a month or quarter) and projecting it forward over a year. Investors use it like checking a car’s current speed to guess how far it will travel in an hour — it provides a quick snapshot of growth or decline, but can be misleading if seasonal swings, one-time events, or recent changes aren’t considered.
Level 1 clinical evidence medical
"Level 1 clinical evidence generation for societal support, standard of care"
TAM financial
"Large Market Opportunity $5.6B TAM with minimal current penetration"
Total addressable market (TAM) is an estimate of the total revenue opportunity available for a product or service if it captured every possible customer. Think of it as the size of the whole pie a business could potentially eat from; investors use it to judge how large a company could grow, whether current sales are a small slice or a meaningful portion, and to compare growth opportunities across industries.
sutureless nerve repair medical
"NerveTape, the first FDA-cleared device for sutureless nerve repair"
FAQ
What transaction did Axogen (AXGN) disclose in this 8-K/A amendment?
Axogen filed the full Agreement and Plan of Merger for its planned acquisition of BioCircuit Technologies for $200 million in cash, and furnished a corrected investor presentation outlining the strategic and financial rationale.
How large is the market opportunity Axogen (AXGN) is targeting?
Axogen cites a $5.6 billion U.S. nerve care opportunity, including more than 1.5 million peripheral nerve injuries annually in its focus markets and sizable segments in extremities, breast reconstruction, oral and maxillofacial, head and neck, and prostate surgery.
What are BioCircuit Technologies’ key financial metrics highlighted by Axogen (AXGN)?
Axogen reports BioCircuit had ~$11 million revenue in 2025, about $24 million run-rate revenue based on Q2 2026 annualized, ~80% gross margins, and was EBITDA positive on a standalone basis over the trailing twelve months ended May 31, 2026.
How has Axogen’s (AXGN) revenue and EBITDA trended from 2022 to 2025?
Axogen’s revenue grew from $138.6 million in 2022 to $225.2 million in 2025, a 17.6% compound annual growth rate. EBITDA improved from –$25.6 million in 2022 to –$2.2 million in 2025, while adjusted EBITDA rose from –$9.3 million to $27.9 million.
How will Axogen (AXGN) finance the BioCircuit acquisition?
Axogen states the $200 million cash consideration and related fees and expenses will be funded using substantially all net proceeds from an equity offering, and that the company expects to remain free cash flow positive after completing the acquisition.
When does Axogen (AXGN) expect the BioCircuit transaction to close, and what conditions apply?
Axogen expects closing in Q4 2026, subject to customary closing conditions, including conversion of outstanding convertible notes, a consent under an inbound IP license, and a spin-out of BioCircuit’s electronic business, with no assurance the acquisition will be completed.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): September 9, 2026
(Exact Name of Registrant as Specified in Charter)
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Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Axogen, Inc. (the “Company”) with the Securities and Exchange Commission on September 10, 2026 (the “Original Form 8-K”) to (i) file the Agreement and Plan of Merger (the “Merger Agreement”) described in Item 1.01 of the Original Form 8-K as Exhibit 2.1 and (ii) furnish a corrected version of the investor presentation previously furnished as Exhibit 99.2 to the Original Form 8-K. Except as set forth herein, the Original Form 8-K remains unchanged.
Item 1.01. Entry into a Material Definitive Agreement.
The information contained in Item 1.01 of the Original Form 8-K is hereby supplemented by the following:
The Merger Agreement is filed as Exhibit 2.1 to this Amendment and is incorporated herein by reference. The description of the Merger Agreement contained in Item 1.01 of the Original Form 8-K is qualified in its entirety by reference to the Merger Agreement.
The Merger Agreement has been included to provide investors with information regarding its terms and is not intended to provide any other factual information about the Company or BioCircuit. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specified dates, were solely for the benefit of the parties, may be subject to limitations agreed upon by the parties, including qualification by confidential disclosures made for the purpose of allocating contractual risk rather than establishing matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company, BioCircuit or any of their respective subsidiaries or affiliates. Information concerning the subject matter of those provisions may change after the date of the Merger Agreement, and such subsequent information may or may not be fully reflected in the Company’s public disclosures.
Item 7.01. Regulation FD Disclosure.
The Company is furnishing as Exhibit 99.2 to this Amendment a corrected version of the investor presentation previously furnished as Exhibit 99.2 to the Original Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
See the Exhibit Index below, which is incorporated herein by reference.
| Exhibit No. | Description | |||||||
| 2.1* | Agreement and Plan of Merger, dated as of September 9, 2026, by and among Axogen, Inc., Omega Merger Sub, Inc., BioCircuit Technologies, Inc. and Michelle Jarrard, solely as representative of BioCircuit’s equityholders. | |||||||
| 99.2 | Investor Presentation, dated September 10, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) and Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AXOGEN, INC. | ||||||||
Date: September 10, 2026 | By: | /s/ Marc Began | ||||||
Marc Began | ||||||||
Executive Vice President, General Counsel and Chief Compliance Officer | ||||||||
Making Nerve Repair an Expected Standard of Care Company Overview September 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. These statements are based on management's current expectations or predictions of future conditions, events, or results based on various assumptions and management's estimates of trends and economic factors in the markets in which we are active, as well as our business plans. Words such as “expects,” “anticipates,” “objectives,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “projects,” “forecasts,” “continue,” “may,” “should,” “will,” “goals,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include, but are not limited to, statements related to: clinical development activities, including expansion into prostate applications; commercial growth initiatives, including planned expansion of breast and extremities sales specialists; market development opportunities; our strategic investments, and acquisitions and potential acquisitions, including the expected benefits, opportunities and objectives of such investments and acquisitions; expectations regarding disciplined, profitable growth and margin improvement; financial guidance and outlook for 2026 and statements regarding our training and education initiatives, reimbursement and market access efforts, and research and development activities. The acquisition of BioCircuit Technologies is subject to the satisfaction or waiver of the conditions set forth in the merger agreement, some of which are outside our control, and there can be no assurance that such acquisition will be completed on the anticipated terms or timeline, or at all. If we complete the acquisition, we may not realize the anticipated benefits of the acquisition, or such benefits may take longer to realize than expected, and we may be unable to successfully integrate BioCircuit. Actual results or events could differ materially from those described in any forward-looking statements as a result of various factors, including, without limitation, risks related to global supply chain conditions, inflationary pressures, hospital staffing challenges, product development and product potential, clinical enrollment timing and outcomes, regulatory processes and approvals, financial performance, sales growth, surgeon and product adoption, market awareness of our products, data validation, our visibility at and sponsorship of conferences and educational events, geopolitical and macroeconomic conditions, including armed conflicts and government actions or policies that may affect our business, tax position, or regulatory processes, as well as those risk factors described under Part I, Item 1A., “Risk Factors,” of our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and other filings made from time to time with the Securities and Exchange Commission. Forward-looking statements are not a guarantee of future performance, and actual results may differ materially from those projected. Forward-looking statements speak only as of the date they are made and, except as required by applicable law, we assume no responsibility to publicly update or revise any forward-looking statements. About Non-GAAP Financial Measures To supplement our condensed consolidated financial statements, we use the non-GAAP financial measures of EBITDA, which measures earnings before interest, income taxes, depreciation and amortization, EBITDA margin, Adjusted EBITDA, which further excludes non-cash stock-based compensation expense and litigation related costs, and Adjusted EBITDA margin. We also use the Free Cash Flow metric, which corresponds to the net cash provided by (used in) operating activities less cash used for purchases of property and equipment and intangible assets. These non- GAAP measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures should be read in conjunction with our financial statements prepared in accordance with GAAP. The reconciliations of the non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP should be carefully evaluated. We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. We believe these non-GAAP financial measures are useful to investors because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze the performance of our business, the Company’s cash available for operations, and the Company’s ability to meet future capital expenditure and working capital requirements. 1
To restore health and improve quality of life by making restoration of peripheral nerve function an expected standard of care. Our Mission 2
Large and Underserved Potential $5.6B U.S. Nerve Care Opportunity More than 1.5 million peripheral nerve injuries a year in the U.S. require treatment in Axogen focus markets1,2,3,7 Extremities Market Every year patients suffer from 700,000 traumatic nerve injuries and more than 370,000 chronic nerve injuries.1,2,3 Breast Reconstruction 1 of 8 women diagnosed with breast cancer. 80% of women experience pain, numbness or both after breast cancer surgery.4 Oral, Maxillofacial & Head & Neck Nerve damage caused by oral maxillofacial and H&N surgery is common and can result in loss of sensation and chronic pain. Prostate Surgery $1.2B$677M $754M Nerve injuries have a significant impact on patients’ quality of life… 1 of 8 men diagnosed with prostate cancer. 25-90% experience incontinence and erectile dysfunction (ED) post robotic prostatectomy.5,6 $2.9B 1. National Hospital Ambulatory Medical Care Survey: 2015 Emergency Department Summary Tables 2. Axogen Data on File, 3. Acuity MD, 4. Flowers et al., Pain Rep, 2021, 6(4):e976, 5. American Cancer Society, 2025, 6. Tal R, et al. J Sex Med. 2009;6(9):2538–2546. 7. 2022 ASPS Procedural Statistics Release 3
The Axogen Nerve Repair Algorithm Connection Protection Termination 4
Accelerating Topline Drives Operational Leverage Accelerating Revenue Growth Expanding EBITDA 2022 2023 2024 2025 $138.6 $159.0 $187.3 $225.2 ($25.6) ($15.5) $3.9 ($2.2) ($9.3) ($1.1) $19.8 $27.9 ($30.0) ($20.0) ($10.0) $0.0 $10.0 $20.0 $30.0 $40.0 EBITDA Adj. EBITDA* 2022 2023 2024 2025 *Excludes non-cash stock-based compensation and litigation related costs 17.6% 3-Year CAGR ($ in millions) ($ in millions) 5
2025-2028 Strategic Plan Priorities Strong momentum and execution of strategic plan priorities. Growth CAGR 15 - 20% Markets Elective and planned procedure focus Prostate market development Commercial Expansion Commercial infrastructure and salesforce expansion Commercial Excellence Continuous business model and customer creation process optimization by market Standard of Care Level 1 clinical evidence generation for societal support, standard of care & coverage requirements Innovation Product development to drive better benefit versus risk profiles in nerve care 6
BioCircuit Technologies At-a-Glance ~$24MM Run-Rate Revenue (Q2 2026 Annualized) KEY STATISTICS Commercializes NerveTape, the first FDA-cleared device for sutureless nerve repair Cost-efficient GTM model Strong visibility across surgeon networks Traction across markets and specialties ✓ ✓ ✓ ✓ 14,000+ NerveTape Implants Sold2 400+ Hospitals & ASC Accounts2 EBITDA+ Standalone Basis1 $11MM 2025 Revenue 71. Reflects the trailing twelve months ended May 31, 2026 2. As of 06/2026 ~80% Gross Margins1
Time-consuming Highly skill-dependent Suture trauma Poor alignment is common - even by experienced surgeons 40% of cadaver repairs are unacceptable1 1. Bernstein et al. JHS 2013; Isaacs et al. JHS 2016 Challenges with Suture- Based Nerve Repair 8
Precisely align, connect, & protect transected nerves in a fraction of the time it would take to repair using conventional suture and conduit techniques Easily repair & connect transected nerves Eliminate the need for microsuture Nerve Tape is designed to: Eberlin KR, Safa B, Buntic RF, et al. Usability of Nerve Tape: A Novel Sutureless Nerve Coaptation Device. J Hand Surg Am. 2024;49(4):346-353 1st FDA-cleared Device for Sutureless Nerve Repair 1 2 3 ✓✓ NerveTape vs. Microsuture ✓ 97% high-quality repair alignment✓2.7x stronger and 4.5x faster 9
NerveTape vs. MicrosutureLink: 10
• Simpler, faster, more effective alternative to micro-suturing in nerve repair • Less dependency on microsurgical skills enables expansion and adoption of nerve repair to non-specialist surgeons and middle-adopters • Foundational technology base for future product development and indication expansion • Expected to be accretive to revenue growth and adjusted EBITDA margins in Year 1 • Axogen remains free cash flow positive post-acquisition • Accelerates commercial execution potential by leveraging Axogen’s direct sales force and deep nerve repair expertise across markets • Leverages current surgeon customers and existing hospital contracting relationships Strategic Rationale Unlocks Under-Penetrated TAM Segment Portfolio Innovation Platform Financially Accretive Deal Reinforces Strategic Plan Objectives Synergistic With Commercial Infrastructure and Customer Base 11
PURCHASE PRICE $ 2 0 0 M I L L I O N I N C A S H , S U B J E C T T O C U S T O M A R Y A D J U S T M E N T S KEY FINANCIAL METRICS • ~ $ 2 4 M M R U N - R A T E R E V E N U E Q 2 2 0 2 6 A N N U A L I Z E D ( $ 1 1 M M I N 2 0 2 5 ) • E X P E C T E D T O B E A C C R E T I V E T O R E V E N U E G R O W T H A N D A D J U S T E D E B I T D A M A R G I N S I N Y E A R 1 • A X O G E N R E M A I N S F R E E C A S H F L O W P O S I T I V E P O S T - A C Q U I S I T I O N FINANCING S U B S T A N T I A L L Y A L L N E T P R O C E E D S F R O M E Q U I T Y O F F E R I N G T O F U N D C A S H C O N S I D E R A T I O N A N D R E L A T E D F E E S A N D E X P E N S E S APPROVAL / CONDITIONS S U B J E C T T O C U S T O M A R Y C L O S I N G C O N D I T I O N S I N C L U D I N G C O N V E R S I O N O F O U T S T A N D I N G C O N V E R T I B L E N O T E S , C O N S E N T U N D E R A N I N B O U N D I P L I C E N S E A N D S P I N - O U T O F E L E C T R O N I C B U S I N E S S TIMING E X P E C T E D T O C L O S E I N Q 4 2 0 2 6 Transaction Summary 12
Our Investment Thesis is Reinforced by this Acquisition Large Market Opportunity $5.6B TAM with minimal current penetration Clinical Leadership Unique and differentiated nerve repair portfolio backed by strong evidence Multiple Growth Catalysts Four distinct market development opportunities at different stages Reimbursement Tailwinds Expanding commercial coverage and improving payment rates Scalable Infrastructure Proven, scalable commercial model positioned to drive growth and portfolio adoption Financial Inflection Point Accelerating growth, positive cash flow and expanding margins 13
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