Axogen (AXGN) prices stock offering and targets $69.7M term loan payoff

Rhea-AI Filing Summary

Axogen, Inc. entered into an underwriting agreement to sell 4,000,000 shares of its common stock at a public offering price of $31.00 per share, with underwriters holding a 30‑day option to buy up to an additional 600,000 shares. The shares are being sold under an automatic shelf registration and the offering is expected to close on January 23, 2026.

The company also signed a payoff letter for its term loan credit facility with Oberland Capital and affiliates, setting a final payoff amount of approximately $69.7 million if repaid on or before February 15, 2026. After the offering is completed and repayment conditions are met, Axogen expects to use a significant portion of the net proceeds to pay off the credit facility, which would terminate the loan and release all related liens.

Insights

Capital structure and corporate finance analyst

Axogen raises equity to retire a sizable term loan, reshaping its balance sheet.

Axogen is issuing 4,000,000 common shares at $31.00 per share, with underwriters holding an option for 600,000 additional shares. This is a primary offering under an automatic shelf registration, so cash is expected to flow into the company at closing, with timing tied to the expected January 23, 2026 settlement.

In parallel, Axogen agreed with Oberland Capital and affiliates on a payoff letter that sets the final amount to retire its term loan credit facility at approximately $69.7 million, assuming repayment on or before February 15, 2026. Once the payoff amount is delivered and other conditions in the payoff letter are satisfied, all obligations under the credit facility will be discharged and associated liens released, meaning Axogen would replace this debt with equity capital.

The filing states that, subject to completion of the equity offering and the payoff letter conditions, a significant portion of net proceeds will be directed to repaying the term loan. This sequence links the equity raise and debt retirement and could materially change Axogen’s leverage profile, though the ultimate impact will depend on the final take‑up of the underwriters’ option and execution of repayment by the stated outside date of February 15, 2026.

8-K Event Classification

3 items: 1.01, 8.01, 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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What equity offering did Axogen, Inc. (AXGN) announce?

Axogen agreed to sell 4,000,000 shares of its common stock at a public offering price of $31.00 per share under an underwriting agreement with Wells Fargo Securities and Mizuho Securities.

Is there an underwriters’ overallotment option in the Axogen (AXGN) deal?

Yes. Under the underwriting agreement, Axogen granted the underwriters a 30-day option to purchase up to an additional 600,000 shares of common stock.

How does Axogen (AXGN) plan to use proceeds from the stock offering?

Subject to completion of the offering and conditions in the payoff letter, Axogen expects a significant portion of the net proceeds to be used to repay its term loan credit facility.

What is the size of Axogen’s expected credit facility payoff?

The payoff letter sets a final payoff amount of approximately $69.7 million, provided repayment occurs on or before February 15, 2026.

What happens to Axogen’s credit facility after the payoff?

Upon payment of the payoff amount and satisfaction of conditions, all obligations under the credit facility will be paid in full, all liens will be released, and the credit facility and related documents will terminate, subject to customary surviving provisions.

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

The closing of the offering is expected to occur on January 23, 2026, according to the disclosure.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 01/23/2026 - 07:01 AM Learn about SEC filing dates

0000805928false00008059282026-01-212026-01-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 21, 2026

AXOGEN, INC.

(Exact Name of Registrant as Specified in Charter)

Minnesota			001-36046			41-1301878
(State or Other Jurisdiction of Incorporation or Organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

13631 Progress Boulevard, Suite 400			Alachua,			Florida			32615
(Address of principal executive offices)									(Zip Code)

(386) 462-6800

(Registrant's telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

Title of each class			Trading Symbol(s)			Name of exchange on which registered
Common Stock, $0.01 par value			AXGN			The Nasdaq Stock Market

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.

On January 21, 2026, Axogen, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC and Mizuho Securities USA LLC, as representatives of the underwriters (the “Underwriters”). Pursuant to the terms and conditions of the Underwriting Agreement, the Company agreed to sell 4,000,000 shares of its common stock, $0.01 par value per share (“Common Stock”), at a public offering price of $31.00 (the “Offering”). Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 600,000 shares of Common Stock. The Common Stock was offered and sold pursuant to a prospectus supplement, dated January 21, 2026, and an automatic shelf registration statement on Form S-3ASR (File No. 333-292852), which became automatically effective upon filing on January 21, 2026 with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act of 1933, as amended. The closing of the Offering is expected to occur on January 23, 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 summary set forth above 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 Common Stock in the Offering, a copy of which is attached hereto as Exhibit 5.1.

Item 8.01. Other Events.

Offering Press Releases

On January 21, 2026, the Company issued a press release announcing the commencement of the Offering and also issued a press release announcing the pricing of the Offering. A copy of each press release is attached as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

Expected Payoff of Credit Facility

The Company entered into a Term Loan Agreement, dated June 30, 2020 (as amended from time to time, the “Credit Facility”), with Oberland Capital and its affiliates, TPC Investments II LP and Argo LLC (collectively, the “Lender”). On January 20, 2026, the Company entered into a payoff letter agreement (the “Payoff Letter”) with the Lender. Pursuant to the Payoff Letter, the final payoff amount (the payment of which the parties acknowledge and agree, for the avoidance of doubt, shall result in the termination of all obligations under the Credit Facility) is approximately $69.7 million, so long as the payoff date is on or before February 15, 2026.

Upon payment of the payoff amount and satisfaction of the other conditions specified in the Payoff Letter, all obligations under the Credit Facility will be paid in full, all liens and security interests securing such obligations will be released, and the Credit Facility and related loan documents will terminate, subject to certain customary surviving provisions.

Subject to the completion of the Offering and the satisfaction of the conditions to repayment under the Payoff Letter, the Company expects a significant portion of the net proceeds from the Offering will be used for the repayment of the Credit Facility.

The foregoing disclosure is consistent with, and supplements, the disclosure included in the prospectus supplement filed in connection with the Offering.

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 January 21, 2026, by and among Axogen, Inc., Wells Fargo Securities, LLC and Mizuho Securities USA 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 January 21, 2026, announcing the commencement of the offering.
99.2						Press Release, dated January 21, 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: January 23, 2026			By:			/s/ Marc Began
						Marc Began
						Executive Vice President, General Counsel and Chief Compliance Officer