Every 8-K that Axogen, Inc. (AXGN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow AXGN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full AXGN filings page.
Axogen, Inc. (AXGN) completed its acquisition of BioCircuit Technologies, Inc. on October 1, 2026, adding NerveTape, described as the first FDA-cleared sutureless device for peripheral nerve repair. BioCircuit develops and commercializes devices for peripheral nerve repair and neuromodulation.
Axogen expects BioCircuit to contribute approximately $6 million to fourth-quarter 2026 revenue and approximately $34 million to 2027 revenue. These expected contributions were not included in Axogen’s most recently issued full-year 2026 guidance of at least 24% revenue growth. Axogen continues to expect gross margin to be at least 73% and to be free cash positive for full-year 2026. BioCircuit also has expertise in biomaterials, precision Nitinol design and manufacturing, and bioelectronics for nerve stimulation and recording. Axogen identifies integration and realization of the acquisition’s anticipated benefits as subject to risks and uncertainties, and cautions that actual results may differ materially from forward-looking statements.
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.
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.
Axogen reported strong second-quarter 2026 growth, with revenue of $69.7 million, up 23.1% from $56.7 million a year earlier, driven by broad-based gains across Extremities, Oral Maxillofacial & Head and Neck, and Breast, where breast revenue grew more than 50% year over year. Gross margin was 72.7% versus 74.2% as mix shifted toward faster-growing breast procedures. The company posted a GAAP net loss of $1.5 million, or $0.03 per share, compared with $0.6 million of income, while adjusted net income rose to $7.3 million and Adjusted EBITDA was $8.4 million.
Through the first half of 2026, Axogen generated $4.1 million of free cash flow versus a negative $7.2 million a year earlier, ended June 30 with $113.4 million in cash, restricted cash and investments, and eliminated long‑term debt after recording a $16.8 million loss on extinguishment. The company also raised equity, increasing shares outstanding to 53.7 million. Management highlighted publication of the REPOSE study, initiation of the Nerve‑RESTORE trial, and a minority stake in Trace Biosciences to support nerve-specific imaging. Full‑year 2026 guidance now calls for at least 24% revenue growth, or $279 million, gross margin of at least 73%, and positive free cash flow.
Axogen, Inc. reported the results of its 2026 annual meeting of shareholders. A total of 45,364,808 shares were present or represented by proxy, out of 53,177,824 shares outstanding and entitled to vote as of April 24, 2026, indicating strong participation.
Shareholders elected eight directors to serve one-year terms until the 2027 annual meeting, with each nominee receiving a substantial majority of votes cast. Deloitte & Touche LLP was ratified as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Shareholders also approved, on an advisory and non-binding basis, the compensation of Axogen’s named executive officers, with 38,606,031 votes in favor versus 1,419,784 against. Overall, the voting results reflect broad shareholder support for the board slate, auditor selection, and executive pay program.
Axogen, Inc. reported strong first quarter 2026 results and raised its full-year 2026 revenue guidance to at least 20% growth, or $270 million. Q1 2026 revenue was $61.5 million, up 26.6% from $48.6 million a year earlier, with gross margin improving to 75.2% from 71.9%.
The company recorded a GAAP net loss of $19.6 million (–$0.38 per share), largely driven by a $16.8 million loss on extinguishment of debt. On a non‑GAAP basis, Axogen reported adjusted net income of $4.1 million ($0.07 per diluted share) and adjusted EBITDA of $5.7 million, a 9.3% margin.
Cash, restricted cash, and investments rose to $103.6 million as of March 31, 2026, from $45.5 million at year‑end 2025, aided by an upsized public offering of 4.6 million shares that generated $133.3 million in net proceeds. The company used $69.7 million of these proceeds to fully repay and terminate its Oberland loan facility. Management expects 2026 gross margin between 74% and 76% and to be free cash flow positive for the full year.
Axogen, Inc. reported strong growth for 2025, with full-year revenue of $225.2 million, up 20.2% from 2024, and fourth quarter revenue of $59.9 million, up 21.3% year over year but slightly below the prior quarter. Full-year gross margin was 74.3% versus 75.8% in 2024, reflecting approximately $1.9 million of one-time costs tied to FDA Biologics License Application approval for Avance®, most of which were non-cash stock-based compensation. GAAP net loss widened to $15.7 million, or $0.34 per share, but adjusted net income rose to $14.4 million and adjusted EBITDA increased to $27.9 million from $19.8 million. Cash, restricted cash, and investments reached $45.5 million at December 31, 2025. For 2026, the company guides to at least $265.7 million in revenue (18% growth), gross margin of 74–76%, and expects to be free cash flow positive.
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.
Axogen, Inc. reported that it has released preliminary, unaudited financial results for its fourth quarter and full year 2025. The company furnished these results through a press release dated January 12, 2026, attached as Exhibit 99.1 to this report. Axogen also posted an updated corporate presentation on its investor relations website and furnished it as Exhibit 99.2. Both the press release and the presentation are provided as “furnished,” not “filed,” meaning they are not automatically subject to certain Exchange Act liabilities or incorporated into other SEC filings unless specifically referenced.
Axogen, Inc. reported that its Compensation Committee approved higher pay and updated restrictive covenants for Chief Financial Officer Lindsey Hartley. Effective January 1, 2026, her annual base salary will increase by 7%, and her target bonus opportunity under the company’s annual incentive program will rise from 50% to 60% of her annual base salary. The company and Ms. Hartley also entered into an Amended and Restated Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement, effective December 5, 2025, which includes a two-year post-employment non-competition covenant, while her other compensatory arrangements remain unchanged.
Axogen, Inc. announced that the U.S. Food and Drug Administration has approved its Biologics License Application for Avance® (acellular nerve allograft-arwx), a nerve repair product. Some indications, including sensory nerve discontinuities greater than 25 mm and mixed and motor nerve discontinuities, were cleared under the FDA’s Accelerated Approval pathway based on improvements in static two-point discrimination in smaller sensory nerve gaps. Continued approval for these uses depends on confirmatory studies that verify and describe clinical benefit. The company expects the licensed Avance product to be commercially available in early second quarter 2026, while Avance remains available under the current tissue framework until then.
Axogen, Inc. furnished an 8-K announcing its third quarter 2025 financial results communications. The company issued a Q3 2025 earnings press release and posted a results presentation; these are furnished under Items 2.02 and 7.01, respectively.
The materials are available as Exhibit 99.1 (press release) and Exhibit 99.2 (presentation) dated October 29, 2025, and are furnished rather than filed. The presentation was also posted at https://ir.axogeninc.com/news-events.
Axogen, Inc. reported that the U.S. Food and Drug Administration has classified its recent facility and manufacturing information submission as a Major Amendment to the Biologics License Application for Avance® Nerve Graft. As a result, the FDA extended the Prescription Drug User Fee Act goal date to December 5, 2025, a three-month delay consistent with FDA guidelines for major amendments. The FDA also now expects to provide feedback on product labeling in November 2025, giving a clearer timeframe for the next regulatory milestone.
Axogen, Inc. (AXGN) filed an 8-K on August 5, 2025.
The filing furnishes a press release announcing second quarter 2025 financial results (Exhibit 99.1) and a second quarter 2025 financial results presentation posted to the company website and furnished as Exhibit 99.2. The company explicitly states these items are furnished, not filed, and therefore not subject to Section 18 liability or incorporated by reference unless expressly stated in a future filing.
The report is signed by Marc Began, Executive Vice President, General Counsel and Chief Compliance Officer.
On 18 June 2025 Axogen, Inc. (NASDAQ: AXGN) held its 2025 Annual Meeting, with 37.19 million shares (81.7% of the 45.53 million outstanding) represented. All eight directors were re-elected for one-year terms; most received >95% support, although John H. Johnson secured a lower 83.7% affirmative vote.
Key voting outcomes
- Auditor ratification —Deloitte & Touche LLP re-appointed with 99.7% support (37.04 M for, 0.04 M against).
- Say-on-pay —Executive compensation approved by 88.2% of votes cast (28.70 M for, 3.24 M against).
- Long-Term Incentive Plan —Fourth amendment increasing share reserve from 10.5 M to 13.4 M passed, but only with 52.4% support (16.74 M for, 15.21 M against), indicating heightened shareholder concern over dilution.
- Say-on-pay frequency —Investors strongly favored an annual advisory vote (96.7% support).
A total of 5.2 million broker non-votes applied to each proposal. The 8-K contains no financial performance metrics or strategic announcements; it strictly reports governance results. While all management-backed items succeeded, the narrow LTIP margin and one director’s lower support suggest rising shareholder scrutiny of compensation and equity dilution.