Axogen to buy BioCircuit for $200M in cash
Axogen, Inc. (AXGN) entered into a definitive Agreement and Plan of Merger to acquire BioCircuit Technologies via a cash merger in which BioCircuit will become a wholly owned subsidiary.
Rhea-AI Filing Summary
Axogen, Inc. (AXGN) entered into a definitive Agreement and Plan of Merger to acquire BioCircuit Technologies via a cash merger in which BioCircuit will become a wholly owned subsidiary. The base purchase price is $200 million in cash, subject to customary cash, debt, expense and net working capital adjustments, with $1 million withheld at closing for post-closing adjustments and all BioCircuit convertible notes converting to equity before closing.
BioCircuit develops NerveTape and ConformaWrap for peripheral nerve repair and will spin out an unrelated electronics business before closing. Closing is targeted for the fourth quarter of 2026, subject to conditions including an inbound IP license consent, spin-out completion and note conversion; no regulatory approvals are expected. Axogen expects the deal to be accretive to revenue growth, adjusted EBITDA margin and adjusted EPS in the first year after closing while remaining free cash flow positive, although the company discloses integration and execution risks.
To finance the acquisition, Axogen priced an underwritten public offering of 4,910,000 shares of common stock at $42.50 per share, for expected gross proceeds of about $208.7 million, with a 30‑day option for up to 736,500 additional shares. Net proceeds are intended primarily to fund the BioCircuit purchase price and related fees, with any remainder for general corporate purposes; the offering is not conditioned on completion of the acquisition.
Positive
- $200 million BioCircuit acquisition adds FDA‑cleared NerveTape and ConformaWrap, expanding Axogen’s peripheral nerve repair portfolio and addressable market, with management expecting accretion to revenue growth, adjusted EBITDA margin and adjusted EPS in the first year post‑close.
- BioCircuit is described as EBITDA positive with ~$24 million run‑rate revenue and ~80% gross margins, and Axogen expects to remain free cash flow positive after the acquisition, suggesting the target is a scaled, high‑margin asset.
- Axogen has fully marketed equity financing in place via a $208.7 million underwritten offering, and the merger is not subject to a financing condition, reducing funding uncertainty around closing the transaction.
Negative
- The equity financing involves issuing at least 4,910,000 new shares of common stock, plus up to 736,500 additional shares under the underwriters’ option, creating meaningful dilution for existing shareholders.
- Axogen discloses that the Merger may not be completed on the anticipated terms or timeline, or at all, and that integration of BioCircuit could be difficult, costly or time‑consuming, potentially adversely affecting business and results if anticipated benefits are not realized.
- The public offering is not conditioned on consummation of the BioCircuit acquisition, so Axogen could complete the capital raise but ultimately not close the deal, leaving shareholders with dilution without this specific acquisition.
Filing Explained
The planned equity sale would dilute existing holders if completed, while the merger remains pending and subject to closing conditions.
The
If the offering closes, issuing the base
The base offering is an underwritten sale: the public price is
Axogen must obtain sufficient merger funding within 90 days of signing, but the merger is not subject to a financing condition; closing still depends on note conversion, intellectual-property consent and the electronics-business separation, with a termination right if it is not completed by
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
BioCircuit purchase price: $200 million cash
Purchase price holdback: $1 million
Shares offered: 4,910,000 shares
+5 more
8 metrics
BioCircuit purchase price
$200 million cash
Base merger consideration, subject to cash, debt, expense and net working capital adjustments
Purchase price holdback
$1 million
Withheld at closing to satisfy post‑closing purchase price adjustments
Shares offered
4,910,000 shares
Common stock sold by Axogen in underwritten public offering
Public offering price
$42.50 per share
Price to the public for Axogen’s common stock offering
Underwriters’ option shares
736,500 shares
30‑day option for additional common shares at the public offering price
Gross offering proceeds
$208.7 million
Expected gross proceeds to Axogen before discounts and expenses, assuming no option exercise
BioCircuit run‑rate revenue
$24 million
Run‑rate revenue based on Q2 2026 annualized, as presented in Axogen’s investor materials
Axogen 2025 revenue
$225.2 million
Full‑year 2025 revenue from Axogen’s strategic plan slide
Key Terms
Agreement and Plan of Merger, representation and warranty insurance, Form S-3ASR, underwritten public offering, +2 more
6 terms
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
representation and warranty insurance financial
"the Company has obtained representation and warranty insurance in connection with the transaction"
Form S-3ASR regulatory
"offered and sold pursuant to an effective shelf registration statement on Form S-3ASR"
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.
underwritten public offering financial
"announced the pricing of an underwritten public offering of 4,910,000 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.
adjusted EBITDA margin financial
"expected to be accretive to revenue growth, adjusted EBITDA margin and adjusted EPS"
Adjusted EBITDA margin shows how much profit a company makes from its core operations, expressed as a percentage of its total revenue, after removing certain one-time or unusual expenses and income. It helps investors understand the company's true earning ability from regular business activities, making it easier to compare performance over time or with other companies. Think of it as measuring the efficiency of a business in turning sales into profits, excluding irregular adjustments.
free cash flow positive financial
"while Axogen remains free cash flow positive"
Offering Details
secondary
Offering
Offering Type
secondary
Use of Proceeds
Substantially all net proceeds are intended to fund the cash consideration and related fees and expenses for the BioCircuit acquisition, with any remaining net proceeds for general corporate purposes including working capital and capital expenditures.
FAQ
What acquisition did Axogen (AXGN) announce in this 8-K?
Axogen announced a definitive agreement to acquire BioCircuit Technologies via a merger in which BioCircuit will become a wholly owned subsidiary. The base purchase price is $200 million in cash, subject to customary adjustments and a $1 million holdback for post‑closing adjustments.
How is Axogen (AXGN) financing the BioCircuit acquisition?
Axogen plans to fund the BioCircuit purchase primarily with net proceeds from a public offering of 4,910,000 common shares at $42.50 per share, for expected gross proceeds of about $208.7 million, plus a 30‑day option for 736,500 additional shares.
When is the Axogen–BioCircuit merger expected to close?
The merger is expected to close in the fourth quarter of 2026, subject to conditions including conversion of all outstanding BioCircuit convertible notes, consent under an inbound IP license, and the spin‑out of BioCircuit’s unrelated electronics business.
What financial impact does Axogen (AXGN) expect from acquiring BioCircuit?
Axogen states it expects the acquisition to be accretive to revenue growth, adjusted EBITDA margin and adjusted EPS in the first year following closing, while the company remains free cash flow positive after the transaction.
What are the key business metrics disclosed for BioCircuit in Axogen’s materials?
Axogen reports that BioCircuit has ~$24 million run‑rate revenue based on Q2 2026 annualized, $11 million revenue in 2025, approximately 14,000 NerveTape implants sold, more than 400 hospital and ASC accounts, and ~80% gross margins on a standalone basis.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 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)) | |||||
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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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On September 9, 2026, Axogen, Inc., a Minnesota corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omega Merger Sub, Inc., a Georgia corporation and wholly owned subsidiary of the Company (“Merger Sub”), BioCircuit Technologies, Inc., a Georgia corporation (“BioCircuit”), and Michelle Jarrard, solely as representative of BioCircuit’s equityholders (the “Stockholders’ Representative”). Pursuant to the Merger Agreement, Merger Sub will merge with and into BioCircuit (the “Merger”), with BioCircuit surviving as a wholly owned subsidiary of the Company. The base purchase price is $200.0 million in cash, subject to customary adjustments for cash, indebtedness, transaction expenses and net working capital. At the effective time of the Merger, the outstanding equity securities of BioCircuit will be cancelled and converted into the right to receive the applicable portion of the merger consideration in accordance with the terms of the Merger Agreement. All outstanding convertible promissory notes of BioCircuit are required to be converted into shares of BioCircuit common stock prior to the closing. At closing, $1.0 million will be withheld to satisfy any post-closing purchase price adjustments. The Merger Agreement provides that the representations and warranties of the parties do not survive the closing of the Merger, and the Company has obtained representation and warranty insurance in connection with the transaction.
BioCircuit’s core business is developing and commercializing its “NerveTape” and “ConformaWrap” products for repair of peripheral nerve discontinuities. Prior to the closing of the Merger, BioCircuit will spin out to its stockholders an unrelated electronics business.
The parties expect to complete the Merger in the fourth quarter of 2026, subject to customary closing conditions, including consent under an inbound intellectual property license agreement, conversion of all outstanding convertible notes of BioCircuit and the spin-out of the unrelated electronics research and development business. The Merger is not expected to require any regulatory approvals. The Company has agreed to obtain sufficient funding to finance the transaction within 90 days of execution of the Merger Agreement and the failure to do so will constitute a breach of the Merger Agreement. The Merger is not subject to a financing condition. The Company intends to finance the Merger using the net proceeds from its public offering of common stock described below (the “Offering”). The Merger Agreement contains customary termination rights for the Company and BioCircuit, including the right of either party to terminate the Merger Agreement if the Merger has not been completed by December 31, 2026, subject to the limitations set forth in the Merger Agreement. There is no termination fee in the event of termination.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which will be filed as Exhibit 2.1 to an amendment to this Current Report on Form 8-K.
Underwriting Agreement
On September 10, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Jefferies LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”). Pursuant to the terms and conditions of the Underwriting Agreement, the Company agreed to sell 4,910,000 shares of its common stock, $0.01 par value per share (“Common Stock”). The public offering price is $42.50 per share. The price paid by the Underwriters is $39.95 per share. Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 736,500 shares of Common Stock. The Common Stock is being offered and sold pursuant to an effective shelf registration statement on Form S-3ASR (File No. 333-292852) filed with the Securities and Exchange Commission on January 21, 2026. The closing of the Offering is expected to occur on September 11, 2026.
A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to Exhibit 1.1.
Blue Chip Law, PLLC, special counsel to the Company, delivered an opinion as to the legality of the issuance and sale of the Common Stock in the Offering, a copy of which is filed herewith as Exhibit 5.1.
Risks Related to the Merger
The following risk factor supplements, and should be read together with, the risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q.
The Merger may not be completed on the anticipated terms or timeline, or at all, and the Company may not realize the anticipated benefits of the Merger.
The Merger is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, some of which are outside the Company’s control, and there can be no assurance that the Merger will be completed on the anticipated terms or timeline, or at all. If the Merger is completed, the Company may not realize the anticipated benefits of the Merger, or such benefits may take longer to realize than expected. The integration of BioCircuit’s business with the Company’s operations may be difficult, costly or time-consuming and may require a disproportionate amount of the Company’s resources and management’s attention. The Company may encounter difficulties in integrating BioCircuit’s operations, personnel, technologies, products and information systems, and the integration process may divert management’s attention from the Company’s existing business and result in unanticipated costs or disruptions. If the Company is unable to successfully integrate BioCircuit or realize the anticipated benefits of the Merger, the Company’s business, financial condition and results of operations could be adversely affected.
Item 7.01. Regulation FD Disclosure.
On September 10, 2026, the Company is furnishing as Exhibit 99.1 to this Current Report on Form 8-K a press release announcing its entry into the Merger Agreement.
The Company is also furnishing as Exhibit 99.2 to this Current Report on Form 8-K an investor presentation relating to the Merger.
On September 10, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, is being furnished and shall not be deemed to be “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 filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
See the Exhibit index below, which is incorporated herein by reference.
Exhibit No. | Description | |||||||
| 1.1 | Underwriting Agreement, dated September 10, 2026, by and among Axogen, Inc. and BofA Securities, Inc., Jefferies LLC and Wells Fargo Securities, LLC as representatives of the Underwriters | |||||||
| 5.1 | Opinion of Blue Chip Law, PLLC regarding the legality of the Common Stock. | |||||||
| 23.1 | Consent of Blue Chip Law, PLLC (contained in Exhibit 5.1) | |||||||
| 99.1 | Press Release, dated September 10, 2026, announcing the Merger. | |||||||
| 99.2 | Investor Presentation, dated September 10, 2026. | |||||||
| 99.3 | Press Release, dated September 10, 2026, announcing the pricing of the Offering. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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 | ||||||||
Exhibit 99.1
Axogen Enters into Definitive Agreement to Acquire BioCircuit Technologies
Acquisition adds NerveTape™, the 1st FDA-approved device for sutureless peripheral nerve repair, broadening Axogen’s addressable market within its focus markets
Axogen’s commercial infrastructure, surgeon relationships and hospital contracting are expected to accelerate adoption and expand access to NerveTape™
Transaction expected to be accretive to revenue growth, adjusted EBITDA margin and adjusted EPS in the first year following closing while Axogen remains free cash flow positive
ALACHUA and TAMPA, FL – September 10, 2026 - Axogen, Inc. (“Axogen” or the “Company”) (Nasdaq: AXGN), a global leader in developing and marketing innovative surgical solutions for the restoration of peripheral nerve function, today announced that it has entered into a definitive agreement to acquire BioCircuit Technologies, Inc. (“BioCircuit”), a privately held medical device company and developer of NerveTape™, the first FDA-approved device for sutureless nerve repair.
Under the terms of the agreement, Axogen will acquire BioCircuit for total consideration of $200 million in cash at closing, subject to customary adjustments for cash, indebtedness, transaction expenses and net working capital. At closing, $1.0 million of the estimated merger consideration will be withheld pending determination of the post-closing purchase price adjustment. The transaction is expected to close in the fourth quarter of 2026, subject to satisfaction of customary closing conditions, including completion of the spin-out of BioCircuit’s electronics research and development business.
NerveTape™ allows surgeons to precisely align, connect and protect transected nerves independent of microsutures, representing a simpler, faster, more effective alternative to micro-suturing in nerve repair. By reducing dependency on microsurgical skills, NerveTape™ enables expansion and adoption of nerve repair to a broader range of surgeons and care settings. Combined with Axogen’s direct sales force, existing surgeon relationships and hospital contracting infrastructure, the acquisition is expected to accelerate adoption and drive deeper market penetration within Axogen’s current focus markets.
The acquisition adds a foundational technology platform and capabilities that complement Axogen’s existing portfolio and may support future product development and expansion into new indications. We believe NerveTape™ represents a superior benefit versus risk value proposition as compared to existing alternatives which meets Axogen’s internal criteria for innovation. NerveTape™ has been adopted by surgeons across multiple nerve repair settings, and clinical experience to date confirms its performance and safety profile.
Axogen expects the acquisition to be accretive to revenue growth, adjusted EBITDA margin and adjusted earnings per share in the first year following close, while maintaining positive free cash flow.
“This acquisition advances our mission to restore health and improve quality of life by making restoration of peripheral nerve function an expected standard of care,” said Michael Dale, President and Chief Executive Officer of Axogen. “NerveTape’s sutureless approach makes high-quality nerve repair simpler and more accessible for surgeons, and we believe it meaningfully advances our innovation agenda by adding a differentiated technology to simplify one of the most challenging aspects of nerve surgery.”
“BioCircuit has developed a highly differentiated technology that complements our existing portfolio and expands our ability to serve surgeons across the continuum of nerve repair,” said Lindsey Hartley, Chief Financial Officer of Axogen. “We believe this transaction represents disciplined capital allocation and adds an attractive growth asset that is expected to be accretive to revenue growth, adjusted EBITDA margin and adjusted earnings per share in the first year following close, while maintaining our focus on cash generation.”
“The combination of our two companies could not be a better outcome for patients and surgeons. Axogen’s vision to make restoration of peripheral nerve care, standard of care and our commitment to make nerve repair simpler, faster, and more effective represents the best possible outcome for all stakeholders.” said Michelle Jarrard, Chief Executive Officer of BioCircuit. “Axogen’s commercial reach, reimbursement expertise and surgeon relationships create an ideal platform to expand the impact of NerveTape and bring this technology to more patients.”
For more information on this transaction, please refer to the investor presentation filed as an exhibit to the Company’s Current Report on Form 8-K filed today with the U.S. Securities and Exchange Commission (SEC).
Financing
The Company anticipates funding the purchase price with the net proceeds from the public offering of its common stock announced today.
Approvals and Timing
The transaction has been approved by the Board of Directors of Axogen and BioCircuit.
The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including completion of the spin-out of BioCircuit’s electronics business.
Guidance
Axogen will provide updated full-year 2026 guidance, including the impact of BioCircuit, following the closing of the transaction. Assuming a close of the transaction in 2026, Axogen anticipates the acquisition to be additive to 2027 revenue, with accretion to gross margin and adjusted EBITDA margin. Full-year 2027 guidance will be provided in the first quarter of 2027.
Advisors
In connection with this transaction, BofA Securities is serving as the financial advisor to Axogen, and Foley Hoag is serving as legal advisor. Additionally, Piper Sandler is acting as financial advisor to BioCircuit, and Jones Day as legal advisor.
Conference Call and Webcast Information
Axogen will host a conference call today, September 10, 2026, at 8:00am Eastern Time, to discuss the transaction. A live and archived webcast will be available on the “News & Events” section of Axogen’s investor relations website at ir.axogeninc.com.
About Axogen
Axogen (AXGN) is the leading company focused specifically on the science, development and commercialization of technologies for peripheral nerve regeneration and repair. Axogen employees are passionate about providing the opportunity to restore nerve function and quality of life for patients with peripheral nerve injuries by providing innovative, clinically proven and economically effective repair solutions for surgeons and healthcare providers. Peripheral nerves provide the pathways for both motor and sensory signals throughout the body. Every day people suffer traumatic injuries or undergo surgical procedures that impact the function of their peripheral nerves. Physical damage to a peripheral nerve or the inability to properly reconnect peripheral nerves can result in the loss of muscle or organ function, the loss of sensory feeling, or the initiation of pain.
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™.
About BioCircuit Technologies
BioCircuit Technologies, based in Atlanta, Georgia, develops and commercializes medical devices for peripheral nerve repair and neuromodulation, with expertise in biomaterials, precision Nitinol design and manufacturing, and bioelectronics for nerve stimulation and recording. Its first commercial product, NerveTape™, is the first FDA-cleared sutureless device for repairing transected nerves. BioCircuit has been supported by small business funding from the National Institutes of Health along with private investment from Alsora Capital, GRA Venture Fund, Michael Masters of Masters Capital Management, and other investors. For more information, visit www.biocircuit.com.
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 ability to successfully integrate BioCircuit and realize the anticipated benefits of the acquisition, the expected financial impact of the acquisition and related financial guidance and outlook, including expected revenue, revenue growth, gross margin, adjusted EBITDA margin, adjusted earnings per share and free cash flow, expectations regarding the commercialization and adoption of NerveTape and expansion of Axogen’s addressable market, Axogen’s expectations of market conditions and the satisfaction of customary closing conditions related to the public offering, the expected closing of the offering, the anticipated timing and consummation of the BioCircuit Acquisition, including the satisfaction of the conditions to closing of the BioCircuit Acquisition, and the anticipated use of the net proceeds from the offering, including to fund the cash consideration payable in connection with the BioCircuit Acquisition and related fees and expenses and the use of any remaining net proceeds for general corporate purposes. 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 and uncertainties relating to the timing and consummation of the BioCircuit Acquisition, including the satisfaction of the conditions to closing of the BioCircuit Acquisition, and 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, 2025 and in its subsequent quarterly reports on Form 10-Q, and in the final prospectus supplement related to the 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
Making Nerve Repair an Expected Standard of Care Company Overview September 2026 CONFIDENTIAL
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 CONFIDENTIAL
Offering Summary CONFIDENTIAL September 2026 2 Issuer Axogen, Inc. Ticker AXGN (NASDAQ) Base Offering Size $200,000,000 (common stock) Option to Purchase Additional Shares $30,000,000 (up to 15% of base deal, 100% primary) Use of Proceeds Acquisition of BioCircuit Technologies and general corporate purposes Lock-up Period 90 days for the Company, directors, and executive officers Active Bookrunners BofA Securities, Jefferies, Wells Fargo Securities Additional Bookrunner Mizuho Co-Manager Lake Street Capital Markets Expected Pricing Thursday, September 10, 2026 pre-market open
To restore health and improve quality of life by making restoration of peripheral nerve function an expected standard of care. Our Mission 3 CONFIDENTIAL
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 4 CONFIDENTIAL
The Axogen Nerve Repair Algorithm Connection Protection Termination 5 CONFIDENTIAL
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) 6 CONFIDENTIAL
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 7 CONFIDENTIAL
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 81. Reflects the trailing twelve months ended May 31, 2026 2. As of 06/2026 CONFIDENTIAL ~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 9 CONFIDENTIAL
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 10 CONFIDENTIAL
NerveTape vs. MicrosutureLink: 11 CONFIDENTIAL
• 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 12 CONFIDENTIAL
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 13 CONFIDENTIAL
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 14 CONFIDENTIAL
Thank You © 2026 Axogen Corporation. All rights reserved. The stylized "a" logo is a registered trademark of Axogen Corporation. CONFIDENTIAL
Exhibit 99.3
Axogen Announces Pricing of $208.7 Million
Public Offering of Common Stock
ALACHUA and TAMPA, FL – September 10, 2026 - Axogen, Inc. (“Axogen” or the “Company”) (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 underwritten public offering of 4,910,000 shares of its common stock at a price to the public of $42.50 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 736,500 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 $208.7 million (assuming no exercise of the underwriters’ option to purchase additional shares). The proposed offering is expected to close on September 11, 2026, subject to the satisfaction of customary closing conditions.
BofA Securities, Inc., Jefferies and Wells Fargo Securities, LLC are acting as lead book-running managers for the proposed offering. Mizuho Securities USA LLC is also acting as a bookrunner for the proposed offering. Lake Street Capital Markets, LLC is acting as a co-manager for the proposed offering.
Axogen intends to use substantially all of the net proceeds from the offering to fund the cash consideration payable in connection with its previously announced acquisition of BioCircuit Technologies, Inc. (the “BioCircuit Acquisition”) and to pay related fees and expenses. Axogen intends to use any remaining net proceeds for general corporate purposes, including working capital and capital expenditures. The offering is not conditioned upon the consummation of the BioCircuit Acquisition. If the BioCircuit Acquisition is not consummated, Axogen intends to use the net proceeds from the offering for general corporate purposes, including working capital and capital expenditures.
The proposed offering is being made pursuant to an effective shelf registration statement on Form S-3ASR filed with the Securities and Exchange Commission (the “SEC”) on January 21, 2026. A final 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 final prospectus supplement and accompanying prospectus relating to the proposed offering may be obtained from: BofA Securities, Inc., Attention: Prospectus Department, 201 North Tryon Street, NC1-022-02-25 Charlotte, NC 28255-0001 or by email at dg.prospectus_requests@bofa.com, Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com, or 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. Electronic copies of the final 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 final 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 (AXGN) is the leading company focused specifically on the science, development and commercialization of technologies for peripheral nerve regeneration and repair. Axogen employees are passionate about providing the opportunity to restore nerve function and quality of life for patients with peripheral nerve injuries by providing innovative, clinically proven and economically effective repair solutions for surgeons and healthcare providers. Peripheral nerves provide the pathways for both motor and sensory signals throughout the body. Every day people suffer traumatic injuries or undergo surgical procedures that impact the function of their peripheral nerves. Physical damage to a peripheral nerve or the inability to properly reconnect peripheral nerves can result in the loss of muscle or organ function, the loss of sensory feeling, or the initiation of pain.
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, the expected closing of the offering, the anticipated timing and consummation of the BioCircuit Acquisition, including the satisfaction of the conditions to closing of the BioCircuit Acquisition, and the anticipated use of the net proceeds from the offering, including to fund the cash consideration payable in connection with the BioCircuit Acquisition and related fees and expenses and the use of any remaining net proceeds for general corporate purposes. 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 and uncertainties relating to the timing and consummation of the BioCircuit Acquisition, including the satisfaction of the conditions to closing of the BioCircuit Acquisition, and 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, 2025 and in its subsequent quarterly reports on Form 10-Q, and in the final 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.
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Axogen, Inc.
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