Axogen, Inc. 8-K

What Happened
Axogen, Inc. announced on January 21, 2026 that it entered into an underwriting agreement with Wells Fargo Securities, LLC and Mizuho Securities USA LLC to sell 4,000,000 shares of common stock at $31.00 per share. The offering is expected to close January 23, 2026 and is being made under a prospectus supplement and an automatic shelf registration statement on Form S‑3ASR. The company granted the underwriters a 30‑day option to buy up to an additional 600,000 shares.

Key Details

• Offering size: 4,000,000 shares at $31.00 per share (expected gross proceeds of $124.0M before discounts/expenses). Underwriters may purchase up to an additional 600,000 shares (up to $18.6M), for a potential total of $142.6M.
• Dates: Underwriting Agreement and pricing disclosed January 21, 2026; expected closing January 23, 2026.
• Debt payoff plan: Axogen entered a payoff letter dated January 20, 2026 for its Term Loan Agreement (originally June 30, 2020) with Oberland Capital affiliates; the final payoff amount is approximately $69.7M if paid on or before February 15, 2026.
• Legal and disclosure: Blue Chip Law, PLLC provided a legality opinion; pricing and commencement press releases were filed as exhibits.

Why It Matters
The offering supplies Axogen with immediate capital, and the company expects to use a significant portion of net proceeds to repay its outstanding credit facility (~$69.7M). Paying off the loan would terminate related obligations and release liens and security interests, reducing leverage and interest obligations on the balance sheet. Investors should note the offering dilutes existing shares and that remaining proceeds (if any) will be available for general corporate purposes as described in the prospectus supplement.