Axogen AXGN

Axogen reports $75.83M revenue for Q3 2026

Form
10-Q
Filed
Importance
Notable
  1. Revenue: $75.83 million for the three months ended Sep 30, 2026
  2. Net income: $2.33 million for the three months ended Sep 30, 2026
  3. Cash and equivalents: $328.89 million at Sep 30, 2026

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What changed

11 changes since the June 2026 10-Q

Compared with the 10-Q 0000805928-26-000094, filed Jul 29, 2026.

  1. New Risk factors

    We may not realize the anticipated benefits of the Merger.

    We may not realize the anticipated benefits of the Merger, or such benefits may take longer to realize than expected.

    From the filings

    Now

    We may not realize the anticipated benefits of the Merger. We 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 our operations may be difficult, costly or time-consuming and may require a disproportionate amount of our resources and management s attention. We may encounter difficulties in integrating BioCircuit s operations, personnel, technologies, products and information systems, and the integration process may divert management s attention from our existing business and result in unanticipated costs or disruptions. If we are unable to successfully integrate BioCircuit or realize the anticipated benefits of the Merger, our business, financial condition and results of operations could be adversely affected.
  2. Changed Financial statements

    Net income up 254% from Jun 30

    $2.3M, was −$1.5M.

    From the filings

    Before

    −$1.5M

    Now

    $2.3M
  3. Changed Financial statements

    Cash up 248% from Jun 30

    $329M, was $94.6M.

    From the filings

    Before

    $94.6M

    Now

    $329M
  4. Changed Financial statements

    EPS up 233% from Jun 30

    $0.04, was −$0.03.

    From the filings

    Before

    −$0.03

    Now

    $0.04
  5. Changed Financial statements

    Revenue up 8.8% from Jun 30

    $75.8M, was $69.7M.

    From the filings

    Before

    $69.7M

    Now

    $75.8M
  6. New MD&A

    Received positive coverage decisions from Elevance and Aetna; commercial payer coverage for Avance is now…

    New paragraph in MD&A.

    From the filings

    Now

    Received positive coverage decisions from Elevance and Aetna; commercial payer coverage for Avance is now approximately 96% of covered lives in the United States.
  7. New MD&A

    Closed an upsized public offering with the sale of 5,646,500 shares of common stock and receipt of $225,029…

    New paragraph in MD&A.

    From the filings

    Now

    Closed an upsized public offering with the sale of 5,646,500 shares of common stock and receipt of $225,029 of net proceeds, with $200,000 of the net proceeds used to fund the BioCircuit Acquisition and $1,883 used to fund transaction related expenses, with the remaining funds available for general corporate purposes.
  8. New MD&A

    On October 1, 2026 we completed the acquisition of BioCircuit, a privately held medical device company and…

    New paragraph in MD&A.

    From the filings

    Now

    On October 1, 2026 we completed the acquisition of BioCircuit, a privately held medical device company and developer of NerveTape .
  9. Changed MD&A

    For the three months ended September 30, 2025 $ 44,081 $ 25,680 $ 7,565 $ 10,836

    Adds "September"; drops "Following is a summary of the change in costs and expenses".

    From the filings

    Before

    Following is a summary of the change in costs and expenses for the three months ended June 30, 2026:

    Now

    For the three months ended September 30, 2025 $ 44,081 $ 25,680 $ 7,565 $ 10,836
  10. Changed MD&A

    For the nine months ended September 30, 2025 $ 121,021 $ 70,529 $ 20,509 $ 29,983

    Adds "nine"; drops "Following is a summary of the change in costs and expenses".

    From the filings

    Before

    Following is a summary of the change in costs and expenses for the three months ended June 30, 2026:

    Now

    For the nine months ended September 30, 2025 $ 121,021 $ 70,529 $ 20,509 $ 29,983
  11. New MD&A

    On October 1, 2026, we completed the BioCircuit Acquisition.

    New paragraph in MD&A.

    From the filings

    Now

    On October 1, 2026, we completed the BioCircuit Acquisition. The base purchase price was $200,000 in cash, subject to adjustments for cash, indebtedness, transaction expenses and net working capital. At closing, $1,000 was withheld to satisfy any post-closing purchase price adjustments. In connection with the BioCircuit Acquisition, we incurred transaction costs of $1,883 during the three months ended September 30, 2026 and we estimate approximately $5,000 of additional transaction costs during the three months ended December 31, 2026.
Show the redline

Section by section. Added words and removed words against the earlier filing.

Cover page 2 changes

3 unchanged paragraphs

For the quarterly period ended June September 30, 2026

21 unchanged paragraphs

As of July 27, October 26, 2026, the registrant had 53,761,513 59,730,715 shares of common stock outstanding.

1 unchanged paragraph

Financial statements 155 changes

2 unchanged paragraphs

June 30, 2026 December 31, 2025

Cash and cash equivalents $ 94,572 328,888 $ 35,548

1 unchanged paragraph

Investments 16,840 5,980

Inventory 47,313 42,373

Total assets $ 304,863 $ 221,687

Investments 19,180 5,980

Accounts receivable, net of allowance for doubtful accounts of $ 734 770 and $ 948 , respectively

Inventory 49,063 42,373

Prepaid expenses and other assets 5,525 4,953 6,352

Total current assets 200,376 438,092 120,422

Property and equipment, net 82,342 81,946 81,783

Operating lease right-of-use assets 13,845 13,394 12,732

Intangible assets, net 7,571 7,910 6,750

Other assets, net 8,997

Total assets $ 550,339 $ 221,687

1 unchanged paragraph

Accounts payable and accrued expenses $ 28,399 34,626 $ 21,184

Current maturities of long-term lease obligations 1,975 1,830 2,372

Total current liabilities 30,374 36,456 23,556

1 unchanged paragraph

Long-term lease obligations 18,091 17,639 16,870

2 unchanged paragraphs

Total liabilities 48,606 92,840

Accumulated deficit ( 328,063 ) ( 306,963 )

Total liabilities 54,236 92,840

Commitments and contingencies - see Note 14 15

Common stock, $ 0.01 par value per share; 100,000,000 shares authorized; 53,656,293 59,724,524 and 47,199,797 shares issued and outstanding, respectively

Additional paid-in capital 583,783 821,235 435,338

Accumulated deficit ( 325,729 ) ( 306,963 )

Total shareholders equity 256,257 496,103 128,847

Total liabilities and shareholders equity $ 304,863 550,339 $ 221,687

3 unchanged paragraphs

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Revenues $ 69,731 $ 56,662 $ 131,188 $ 105,222

Cost of goods sold 19,057 14,644 34,325 28,271

Gross profit 50,674 42,018 96,863 76,951

Sales and marketing 30,827 23,804 59,460 44,849

Research and development 8,589 6,853 16,106 12,944

General and administrative 13,414 9,689 26,285 19,147

Total costs and expenses 52,830 40,346 101,851 76,940

(Loss) income from operations ( 2,156 ) 1,672 ( 4,988 ) 11

Three Months Ended Six Nine Months Ended

September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025

Revenues $ 75,834 $ 60,082 $ 207,022 $ 165,304

Cost of goods sold 19,103 14,089 53,428 42,360

Gross profit 56,731 45,993 153,594 122,944

Sales and marketing 30,361 25,680 89,821 70,529

Research and development 8,950 7,565 25,056 20,509

General and administrative 16,465 10,836 42,750 29,983

Total costs and expenses 55,776 44,081 157,627 121,021

Income (loss) from operations 955 1,912 ( 4,033 ) 1,923

1 unchanged paragraph

Investment income 786 225 1,554 497

Interest expense ( 1 ) ( 1,977 ) ( 695 ) ( 4,227 )

Investment income 1,431 319 2,985 816

Interest expense ( 1 ) ( 1,757 ) ( 696 ) ( 5,984 )

1 unchanged paragraph

Other (expense) income, net ( 145 ) 179 ( 122 ) 142

Total other income (expense), net 640 ( 1,093 ) ( 16,112 ) ( 3,266 )

Net (loss) income $ ( 1,516 ) $ 579 $ ( 21,100 ) $ ( 3,255 )

Weighted average common shares outstanding - basic 53,339,258 46,063,092 52,562,976 45,605,419

Weighted average common shares outstanding - diluted 53,339,258 47,980,830 52,562,976 45,605,419

Net (loss) income per common share - basic $ ( 0.03 ) $ 0.01 $ ( 0.40 ) $ ( 0.07 )

Net (loss) income per common share - diluted $ ( 0.03 ) $ 0.01 $ ( 0.40 ) $ ( 0.07 )

Change in fair value of debt derivative liabilities 480 322 209 531

Other (expense) income, net ( 51 ) 25 ( 173 ) 167

Total other income (expense), net 1,379 ( 1,204 ) ( 14,733 ) ( 4,470 )

Net income (loss) $ 2,334 $ 708 $ ( 18,766 ) $ ( 2,547 )

Weighted average common shares outstanding - basic 55,158,424 46,494,598 53,437,633 45,905,069

Weighted average common shares outstanding - diluted 61,525,789 49,088,436 53,437,633 45,905,069

Net income (loss) per common share - basic $ 0.04 $ 0.02 $ ( 0.35 ) $ ( 0.06 )

Net income (loss) per common share - diluted $ 0.04 $ 0.01 $ ( 0.35 ) $ ( 0.06 )

2 unchanged paragraphs

June September 30, 2026 June September 30, 2025

1 unchanged paragraph

Net loss $ ( 21,100 ) $ ( 3,255 )

Net loss $ ( 18,766 ) $ ( 2,547 )

1 unchanged paragraph

Depreciation 3,211 3,385

Depreciation 4,787 5,027

Amortization of right-of-use assets 854 184 1,305 294

Amortization of intangible assets 212 133 329 221

Amortization of debt discount and deferred financing fees 68 442 (Recovery of) provision for bad debts ( 52 ) 386 666

Provision for bad debts 4 358

Loss on disposal of equipment 7 26

Change in fair value of debt derivative liabilities ( 322 531 )

Investment gains, net ( 110 191 ) ( 121 238 )

1 unchanged paragraph

Stock-based compensation expense 15,609 8,077

Stock-based compensation expense 24,403 13,501

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

5 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 75 more changes in the filing

Note 2: Summary of Significant Accounting Policies 6 changes

2 unchanged paragraphs

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company as of June September 30, 2026 and December 31, 2025 and for the three and six nine months ended June September 30, 2026 and 2025. The Company s condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and therefore do not include all information and footnotes necessary for a fair presentation of consolidated financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the U.S. ( U.S. GAAP ) and should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2025, which are included in the 2025 Annual Report on Form 10-K.

The interim condensed consolidated financial statements are unaudited, and in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of results for the periods presented. The results of operations for the three and six nine months ended June September 30, 2026 are not necessarily indicative of the results to be expected for the full year due primarily to the impact of the continued uncertainty of general economic conditions that may impact the Company s markets for the remainder of fiscal year 2026. All intercompany accounts and transactions have been eliminated in consolidation.

1 unchanged paragraph

Cash and cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less from the date of acquisition. Certain of the Company s cash and cash equivalents balances exceed Federal Deposit Insurance Corporation ( FDIC ) insured limits or are invested in money market accounts with investment banks that are not FDIC-insured. The Company places its cash and cash equivalents in what it believes to be credit-worthy financial institutions. As of June September 30, 2026, $ 94,072 328,388 of the cash and cash equivalents balance were not FDIC-insured or were in excess of FDIC limits.

1 unchanged paragraph

(in thousands) June September 30, 2026 December 31, 2025

Cash and cash equivalents $ 94,572 328,888 $ 35,548

1 unchanged paragraph

Total Cash and cash equivalents, and Restricted cash shown on the Condensed Consolidated Statements of Cash Flows $ 96,572 330,888 $ 39,548

Notes to the financial statements 5 changes

1 unchanged paragraph

Amounts included in restricted cash represent collateral for an irrevocable standby letter of credit required to meet contractual terms of a lease agreement held by the Company. See Note 8 9 - Long-Term Debt, Net of Debt Discount and Financing Fees - Other Credit Facilities .

3 unchanged paragraphs

In November 2024, the Financial Accounting Standards Board ( FASB ) issued Accounting Standards Update ( ASU ) 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses ( ASU 2024-03 ), and in January 2025, the FASB issued ASU 2025-01 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ( ASU 2025-01 ). ASU 2024-03 requires public business entities to provide additional disclosure of the nature of expenses included in the statement of operations as well as disclosures about specific certain types of expenses included in the expense captions presented in on the statement of operations, including purchases of inventory, employee compensation, depreciation, amortization and depletion. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, Both with early adoption and permitted. Retrospective application are is permitted. Upon adoption, the Company expects to enhance expense disclosures based on the new requirements.

In September 2025, the FASB issued ASU 2025-06 Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ( ASU 2025-06 ). ASU 2025-06 was issued to modernize the accounting for software costs that are accounted for under Subtopic 350-40, including removing reference to project stages and adding the introducing a probable-to-complete recognition threshold. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating these the impact of adopting the new requirements. guidance.

In December 2025, the FASB issued ASU 2025-10 Government Assistance (Topic 832): Accounting for Government Grants Received by Business Entities ( ASU 2025-10 ). ASU 2025-10 establishes guidance for the recognition, measurement and presentation of government grants received by business entities, including grants related to assets and grants related to income. ASU 2025-10 is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of adopting the new guidance.

1 unchanged paragraph

All other ASUs issued and not yet effective as of June September 30, 2026 and through the date of this report, were assessed and determined to be either not applicable or are expected to have minimal impact on the Company s current or future financial position or results of operations.

Note 3: Inventory 9 changes

1 unchanged paragraph

Finished goods $ 42,998 $ 37,538

Raw materials 5,880 5,822

Inventory $ 47,313 $ 42,373

(in thousands) June September 30, 2026 December 31, 2025

Finished goods $ 44,081 $ 37,538

Work in process 893 948 1,215

Raw materials 6,709 5,822

Less: inventory reserve ( 2,458 2,675 ) ( 2,202 )

Inventory $ 49,063 $ 42,373

Note 4: Property and Equipment, Net 13 changes

1 unchanged paragraph

(in thousands) June September 30, 2026 December 31, 2025

Building 62,085 62,284 60,679

1 unchanged paragraph

Processing equipment 17,189 17,356 16,572

Furniture and equipment 10,189 10,347 10,850

Projects in process 1,551 2,193 1,241

Finance lease right-of-use assets 80 81 80

Property and equipment, at cost 110,338 111,505 108,213

1 unchanged paragraph

Property and equipment, net $ 82,342 81,946 $ 81,783

1 unchanged paragraph

(in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Depreciation expense $ 1,607 $ 1,657 $ 3,211 $ 3,385

Three Months Ended Six Nine Months Ended

(in thousands) September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025

Depreciation expense $ 1,577 $ 1,642 $ 4,787 $ 5,027

Note 5: Intangible Assets , Net 12 changes

1 unchanged paragraph

June September 30, 2026 December 31, 2025

2 unchanged paragraphs

Patents $ 8,472 8,918 $ ( 1,630 1,747 ) $ 6,842 7,171 $ 7,498 $ ( 1,418 ) $ 6,080

1 unchanged paragraph

Trademarks 729 729 670 670

Trademarks 739 739 670 670

Total intangible assets $ 9,201 9,657 $ ( 1,630 1,747 ) $ 7,571 7,910 $ 8,168 $ ( 1,418 ) $ 6,750

1 unchanged paragraph

(in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Amortization expense $ 111 $ 66 $ 212 $ 133

Three Months Ended Six Nine Months Ended

(in thousands) September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025

Amortization expense $ 117 $ 88 $ 329 $ 221

As of September 30, 2026, future amortization of patents is as follows:

2026 (excluding the nine months ended September 30, 2026) $ 121

Note 7: Fair Value Measurements 17 changes

1 unchanged paragraph

Balance Sheet Classification June September 30, 2026

1 unchanged paragraph

Corporate bonds Investments 7,997 7,997

Total assets $ 88,537 $ 7,997 $ $ 96,534

Money market funds Cash and cash equivalents $ 79,694 95,819 $ $ $ 79,694 95,819

U.S. Treasuries Investments 8,843 8,843 9,936 9,936

Corporate bonds Investments 9,244 9,244

Total assets $ 105,755 $ 9,244 $ $ 114,999

8 unchanged paragraphs

Balance at March 31, 2025 $ 2,558

Change in fair value included in net loss ( 480 )

1 unchanged paragraph

Change in fair value included in net income ( 210 )

Balance at September 30, 2025 $ 1,868

(in thousands) June September 30, 2026 June September 30, 2025

1 unchanged paragraph

Change in fair value included in net loss ( 322 531 )

Extinguishment of debt derivative included in net loss ( 3,886 )

Balance at June September 30, 2026 and 2025 $ $ 2,078 1,868

There were no changes in the levels or methodology of the measurement of financial assets or liabilities during the nine months ended September 30, 2026 and 2025.

The fair values of cash, restricted cash, accounts receivable, accounts payable and accrued expenses approximate the carrying values because of the short-term nature of these instruments.

Note 8: Leases 21 changes

2 unchanged paragraphs

(in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Operating lease costs $ 949 $ 919 $ 1,891 $ 1,830

Short-term lease costs 29 133 60 262

Variable lease costs 364 ( 11 ) 709 48

Total operating lease expense $ 1,342 $ 1,041 $ 2,660 $ 2,140

Sublease income $ 271 $ 272 $ 541 $ 541

Three Months Ended Six Nine Months Ended

(in thousands) September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025

Operating lease costs $ 950 $ 919 $ 2,841 $ 2,749

Short-term lease costs 30 158 90 420

Variable lease costs 375 65 1,084 113

Total operating lease expense $ 1,355 $ 1,142 $ 4,015 $ 3,282

Sublease income $ 270 $ 269 $ 811 $ 810

1 unchanged paragraph

(in thousands, except lease term and discount rate) June September 30, 2026 December 31, 2025

Right-of-use operating assets $ 13,845 13,394 $ 12,732

Current maturities of long-term lease obligations $ 1,956 1,810 $ 2,354

Long-term lease obligations $ 18,070 17,622 $ 16,838

1 unchanged paragraph

Current maturities of long-term lease obligations $ 19 20 $ 18

Long-term lease obligations $ 21 17 $ 32

Weighted average operating lease term 7.7 7.5 years 8.1 years

Weighted average financing lease term 2.2 2.0 years 1.8 years

3 unchanged paragraphs

Note 9: Long-Term Debt, Net of Debt Discount and Financing Fees 2 changes

1 unchanged paragraph

The Company paid Credit Facility debt interest of $ 1,504 1,519 during the three months ended June September 30, 2025, and $ 438 and $ 2,993 4,512 during the six nine months ended June September 30, 2026 and 2025, respectively, to the Lender.

In connection with the Credit Facility, the Company entered into a revenue participation agreement (the Revenue Participation Agreement ) with the Lender, which provided a quarterly royalty payment as a percentage of the Company s net revenues, up to $ 70,000 in any given year. The Company recorded $ 232 for the three months ended June 30, 2025 and, $ 186 and $ 756 during the six nine months ended June September 30, 2026 and 2025, respectively, as interest expense for this Revenue Participation Agreement.

2 unchanged paragraphs

Note 10: Shareholders Equity 6 changes

September 2026 Equity Offering

On January 21, September 10, 2026, the Company entered into an underwriting agreement (the September Underwriting Agreement ) with Wells Fargo BofA Securities, Inc., Jefferies LLC and Mizuho Wells Fargo Securities, USA LLC, as representatives of the several underwriters named therein (the September Underwriters ). Pursuant to the terms and conditions of the September Underwriting Agreement, the Company agreed to sell 4,000,000 4,910,000 shares of its common stock, $ 0.01 par value per share, at a public offering price of $ 31.00 42.50 per share (the Initial Offering ), plus an additional 600,000 736,500 shares pursuant to the September Underwriters option to purchase additional shares (the Greenshoe Offering and together with the Initial Offering, the September 2026 Offering ). The Initial Offering closed on January 23, September 11, 2026 and the Greenshoe Offering closed on September 16, 2026 with a an aggregate sale of 4,600,000 5,646,500 shares.

The Company received net proceeds from the September 2026 Offering of $ 133,252 225,029 , after deducting the underwriting discounts and commissions, and expenses in connection with the September 2026 Offering. Net proceeds from the September 2026 Offering were used for to fund the early payoff BioCircuit Acquisition and termination of the Credit Facility for a final repayment amount of $ 69,707 . related fees and expenses, with the remaining net proceeds will to be used for working capital, capital expenditures and other general corporate purposes. See Note 8 16 - Long-Term Debt, Net of Debt Discount and Financing Fees Subsequent Events for details regarding the termination of the Credit Facility. BioCircuit Acquisition.

January 2026 Equity Offering

On January 21, 2026, the Company entered into an underwriting agreement (the January Underwriting Agreement ) with Wells Fargo Securities, LLC and Mizuho Securities USA LLC, as representatives of the underwriters (the January Underwriters ). Pursuant to the terms and conditions of the January Underwriting Agreement, the Company agreed to sell 4,000,000 shares of its common stock, $ 0.01 par value per share, at a public offering price of $ 31.00 per share, plus an additional 600,000 shares pursuant to the January Underwriters option to purchase additional shares. The January 2026 Offering closed on January 23, 2026 with a sale of 4,600,000 shares.

The Company received net proceeds from the January 2026 Offering of $ 133,252 , after deducting the underwriting discounts and commissions, and expenses in connection with the January 2026 Offering. Net proceeds from the January 2026 Offering were used for the early payoff and termination of the Credit Facility for a final repayment amount of $ 69,707 . The remaining net proceeds to be used for working capital, capital expenditures and other general corporate purposes. See Note 9 - Long-Term Debt, Net of Debt Discount and Financing Fees for details regarding the termination of the Credit Facility.

Note 11: Stock-Based Compensation 13 changes

1 unchanged paragraph

During the six nine months ended June September 30, 2026, the following stock-based awards were granted to directors, executive officers and other employees. All awards were granted under the 2019 Amended and Restated Long-Term Incentive Plan.

4 unchanged paragraphs

3rd Quarter 30,683 $ 47.67

3 unchanged paragraphs

3rd Quarter 11,556 $ 52.68

(1) Restricted Stock Units ( RSUs ) awarded to certain officers and employees during the first, and second and third quarters o f 2026 vest 50 % after 24 months and an additional 25 % on the third and fourth anniversaries of the grant date. Included in the second quarter RSUs are 31,931 units awarded to the Board of Directors for their annual fee, vesting one year from the date of the award. Upon vesting, the outstanding number of RSUs vested are converted into common stock.

(2) Performance Stock Units ( PSUs ) were awarded to certain executive officers and other employees during the first quarter and third quarters o f 2026 with a target of 381,000 392,556 shares and performance metrics tied to the Company s revenue compounded annual growth rate ( CAGR ) from 2026 through 2028 and total shareholder return ( TSR ) relative to its peers ( Relative TSR ) with a payout ranging from 0 % to 200 % upon achievement of specific revenue CAGR and relative TSR goals (the 2026 CAGR TSR PSUs ). The 2026 CAGR TSR PSUs vest at the end of the three-year period upon determination of the results at the end of the performance period. PSUs were awarded to certain employees during the first and second quarters of 2026 with a target of 49,950 shares and performance metrics tied to the achievement of sales quota goals.

Non-cash stock-based compensation expense is included in the following line items on the Condensed Consolidated Statements of Operations as follows for the periods presented:

Three Months Ended Nine Months Ended

(in thousands) September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025

Costs of goods sold $ 695 $ 706 $ 2,824 $ 1,406

Sales and marketing 2,176 1,524 5,737 3,422

Research and development 1,826 1,047 5,040 2,796

General and administrative 4,097 2,147 10,802 5,877

Total non-cash stock-based compensation expense $ 8,794 $ 5,424 $ 24,403 $ 13,501

Note 12: Basic and Diluted Net Income (Loss) Per Common Share 17 changes

Net (loss) income $ ( 1,516 ) $ 579 $ ( 21,100 ) $ ( 3,255 )

Weighted average shares outstanding - basic 53,339,258 46,063,092 52,562,976 45,605,419

Weighted average shares outstanding - diluted 53,339,258 47,980,830 52,562,976 45,605,419

Net (loss) income per common share - basic $ ( 0.03 ) $ 0.01 $ ( 0.40 ) $ ( 0.07 )

Net (loss) income per common share - diluted $ ( 0.03 ) $ 0.01 $ ( 0.40 ) $ ( 0.07 )

Stock options 1,293,697 748,086 1,371,010 783,482

The following reflects the net (loss) income (loss) attributable to common shareholders and share data used in the basic and diluted net (loss) income (loss) per common share computations using the two-class method for the periods presented:

Three Months Ended Six Nine Months Ended

(in thousands, except per share amounts) June September 30, 2026 June September 30, 2025 June September 30, 2026 June September 30, 2025

Net income (loss) $ 2,334 $ 708 $ ( 18,766 ) $ ( 2,547 )

Weighted average shares outstanding - basic 55,158,424 46,494,598 53,437,633 45,905,069

Weighted average shares outstanding - diluted 61,525,789 49,088,436 53,437,633 45,905,069

Net income (loss) per common share - basic $ 0.04 $ 0.02 $ ( 0.35 ) $ ( 0.06 )

Net income (loss) per common share - diluted $ 0.04 $ 0.01 $ ( 0.35 ) $ ( 0.06 )

Anti-dilutive shares excluded from the calculation of diluted net (loss) income (loss) per common share (1)

Stock options 15,891 551,652 1,248,601 728,199

Restricted and performance stock units 4,940,770 1,597,709 4,595,867 822,060 29,349 1,631,075 4,848,436 1,159,489 (1) Common equivalent shares for the three months ended June 30, 2026 and six nine months ended June September 30, 2026 and 2025 are not included in the diluted per share calculations as they would be dilutive if the Company was in a net income position.

Note 13: Income Taxes 3 changes

The Company has no t recorded material income tax expense or income tax benefit for the three and six nine months ended June September 30, 2026 and 2025 due to the generation of fiscal year net operating losses, the benefits of which have been fully reserved.

Deferred income taxes are accounted for using the balance sheet approach, which requires recognition of deferred tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities as measured by enacted state and federal tax rates. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more-likely-than-not that a portion or none of the deferred tax assets will be realized. As of June September 30, 2026 and December 31, 2025, management assessed the realizability of deferred tax assets. After consideration of all the evidence, including reversal of deferred tax liabilities, future taxable income and other factors, management determined that a full valuation allowance was necessary as of June September 30, 2026 and December 31, 2025. A portion of the net operating loss carryforwards may expire due to limitations imposed by Section 382 of the Internal Revenue Code ( IRC ). In addition, future utilization of the available net operating loss carryforwards may be limited under IRC Section 382 as a result of changes in ownership.

In the normal course of business, the Company is subject to examination by taxing authorities throughout the U.S. The Company s remaining open tax years subject to examination by federal tax authorities include the years ended December 31, 2022 through 2025. During the nine months ended September 30, 2026, the Internal Revenue Service (the IRS ) completed examining the Company s 2021 federal income tax return with no material findings. The Company s remaining open tax years subject to examination by state and foreign tax authorities include the years ended December 31, 2021 through 2025. However, for tax years 2004 through 2021, federal and state taxing authorities may examine and adjust loss carryforwards in the years in which those loss carryforwards are ultimately utilized.

Note 14: Segments 8 changes

2 unchanged paragraphs

(in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

International 726 815 2,052 1,533

Total revenues $ 69,731 $ 56,662 $ 131,188 $ 105,222

Three Months Ended Six Nine Months Ended

(in thousands) September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025

International 780 644 2,832 2,177

Total revenues $ 75,834 $ 60,082 $ 207,022 $ 165,304

As of June September 30, 2026 and December 31, 2025, all of the Company s long-lived assets were held within the U.S.

Note 15: Commitments and Contingencies 2 changes

The Company pays a third party a facility fee for the use of cleanrooms, manufacturing, storage, and office space and for services in support of its tissue processing including for routine sterilization of daily supplies, providing disposable supplies and microbial services, and office support pursuant to a License and Services Agreement, as amended (the License and Services Agreement ). Pursuant to the License and Services Agreement, the Company recorded expenses of $ 215 217 and $ 213 233 for the three months ended June September 30, 2026 and 2025, respectively, and $ 397 614 and $ 453 686 for the six nine months ended June September 30, 2026 and 2025, respectively, within Cost of goods sold in the Company s Condensed Consolidated Statements of Operations. The License and Services Agreement was amended on December 31, 2023 extending the term through December 31, 2026. The License and Services Agreement may be terminated by either party by providing an eighteen-month written notice. The Company utilizes the same third-party vendor for processing and packaging of Avive+ Soft Tissue Matrix .

1 unchanged paragraph

In August 2008, the Company entered into an exclusive distribution agreement with a third party (the Distributor ) to distribute the Axoguard Nerve Connector and Axoguard Nerve Protector products worldwide and the parties subsequently amended the agreement on August 4, 2023. The distribution agreement expires on December 31, 2030. The distribution agreement establishes a formula for the transfer cost of the Axoguard Nerve Connector and Axoguard Nerve Protector products and requires certain minimum purchases by the Company, although, through mutual agreement, the parties have not established such minimums; and, to date, have not enforced such provision. Under the distribution agreement, the Company provides purchase orders to the Distributor, and the Distributor fulfills the purchase orders. The distribution agreement allows for termination provisions for both parties.

Note 16: Subsequent Events 4 changes

On July 28, 2026, the Company invested $ 7,000 in Trace Biosciences, a privately held biotechnology company. The Company funded this investment with cash on hand.

On October 1, 2026, the Company completed its acquisition of BioCircuit Technologies, Inc. ( BioCircuit ), a Georgia corporation (the BioCircuit Acquisition ). Pursuant to the Agreement and Plan of Merger (the Merger Agreement ), Omega Merger Sub, Inc., a Georgia corporation and wholly owned subsidiary of the Company merged with and into BioCircuit, with BioCircuit surviving as a wholly owned subsidiary of the Company (the Merger ). The base purchase price was $ 200,000 in cash, subject to adjustments for cash, indebtedness, transaction expenses and net working capital. At closing, $ 1,000 was withheld to satisfy any post-closing purchase price adjustments. In connection with the BioCircuit Acquisition, the Company incurred transaction expenses of $ 1,883 during the three months ended September 30, 2026, recorded in General and administrative expense on its Condensed Consolidated Statements of Operations. The Company estimates approximately $ 5,000 of additional transaction expenses during the three months ended December 31, 2026.

The BioCircuit Acquisition and related fees and expenses were funded by net proceeds from the September 2026 Offering of an aggregate of 5,646,500 shares of the Company s common stock, $ 0.01 par value per share, at a public offering price of $ 42.50 per share completed on September 16, 2026. See Note 10 - Shareholders Equity for additional details regarding the September 2026 Offering.

As of the date of issuance of these Condensed Consolidated Financial Statements, the initial accounting for the BioCircuit Acquisition has not been completed.

1 unchanged paragraph

MD&A 132 changes

18 unchanged paragraphs

Publication of REPOSE, a prospective, randomized clinical study evaluating Axoguard Nerve Cap for symptomatic neuroma management, providing Level 1 evidence supporting nerve end protection and demonstrating favorable outcomes in pain burden, medication utilization, and recovery-related measures.

Initiation of Nerve-RESTORE, a prospective, randomized, assessor-blinded study comparing Avance Nerve Graft to sural nerve autograft in mixed and motor nerve reconstruction, designed to generate Level 1 evidence in support of broader adoption of nerve repair globally.

Acquired a minority ownership stake in Trace Biosciences, including a limited right of first refusal, to support development of its nerve-specific imaging technology.

Revenues were $69,731 $75,834 for the quarter ended June September 30, 2026, an increase of $13,069 $15,752 or 23.1% 26.2% compared to the quarter ended June September 30, 2025.

Gross profit was $50,674 $56,731 for the quarter ended June September 30, 2026, an increase of $8,656 $10,738 or 20.6% 23.3% compared to the quarter ended June September 30, 2025.

Year-to-date revenue growth through the second third quarter of 2026 was broad-based across all markets, which includes Extremities, Oral Maxillofacial & Head and Neck, and Breast, driven by 20% plus year-over-year account productivity, expanding sales force coverage, and improving commercial insurance coverage and payment.

Received positive coverage decisions from Elevance and Aetna; commercial payer coverage for Avance is now approximately 96% of covered lives in the United States.

Closed an upsized public offering with the sale of 5,646,500 shares of common stock and receipt of $225,029 of net proceeds, with $200,000 of the net proceeds used to fund the BioCircuit Acquisition and $1,883 used to fund transaction related expenses, with the remaining funds available for general corporate purposes.

On October 1, 2026 we completed the acquisition of BioCircuit, a privately held medical device company and developer of NerveTape .

2 unchanged paragraphs

Comparison of the Three Months Ended June September 30, 2026 and 2025

1 unchanged paragraph

June September 30, 2026 June September 30, 2025

1 unchanged paragraph

Revenues $ 69,731 100.0 % $ 56,662 100.0 %

Cost of goods sold 19,057 27.3 14,644 25.8

Gross profit 50,674 72.7 42,018 74.2

Sales and marketing 30,827 44.2 23,804 42.0

Research and development 8,589 12.3 6,853 12.1

General and administrative 13,414 19.3 9,689 17.1

Total costs and expenses 52,830 75.8 40,346 71.2

(Loss) income from operations (2,156) (3.1) 1,672 3.0

Revenues $ 75,834 100.0 % $ 60,082 100.0 %

Cost of goods sold 19,103 25.2 14,089 23.4

Gross profit 56,731 74.8 45,993 76.6

Sales and marketing 30,361 40.0 25,680 42.7

Research and development 8,950 11.8 7,565 12.6

General and administrative 16,465 21.7 10,836 18.1

Total costs and expenses 55,776 73.5 44,081 73.4

Income from operations 955 1.3 1,912 3.2

1 unchanged paragraph

Investment income 786 1.1 225 0.4

Other (expense) income, net (145) (0.2) 179 0.3

Total other income (expense), net 640 0.9 (1,093) (1.9)

Net (loss) income $ (1,516) (2.2) % $ 579 1.0 %

Investment income 1,431 1.9 319 0.5

Interest expense (1) (1,977) (3.5) (1,757) (2.9)

Change in fair value of debt derivative liabilities 480 0.9 209 0.4

Other (expense) income, net (51) (0.1) 25

Total other income (expense), net 1,379 1.8 (1,204) (2.0)

Net income $ 2,334 3.1 % $ 708 1.2 %

Revenues for the three months ended June September 30, 2026 increased $13,069, $15,752, or 23.1%, 26.2%, to $69,731, $75,834, as compared to $56,662 $60,082 for the three months ended June September 30, 2025. The increase in revenues was primarily driven by an increase in unit volume and the impact of changes in price.

Gross profit for the three months ended June September 30, 2026 increased $8,656, $10,738, or 20.6%, 23.3%, to $50,674, $56,731, as compared to $42,018 $45,993 for the three months ended June September 30, 2025. Gross margin as a percentage of revenues was 72.7% 74.8% and 74.2% 76.6% for the three months ended June September 30, 2026 and 2025, respectively. Compared to the three months ended June September 30, 2025, margins on products sold declined primarily due to higher product costs, partially offset by lower inventory write-offs. Elevated product costs were largely attributable to increased sales of higher-cost biologic Avance product commencing in April 2026 and increased demand of long Avance products, primarily driven by growth in breast Resensation procedures.

1 unchanged paragraph

Following is a summary of the change in costs and expenses for the three months ended June September 30, 2026:

1 unchanged paragraph

For the three months ended June 30, 2025 $ 40,346 $ 23,804 $ 6,853 $ 9,689

For the three months ended September 30, 2025 $ 44,081 $ 25,680 $ 7,565 $ 10,836

2 unchanged paragraphs

BioCircuit transaction and integration costs 1,969 1,969

1 unchanged paragraph

Travel costs 457 417 97 (57)

Occupancy related costs (45) (25) 5 (25)

Other costs and expenses 1,637 1,509 215 (87)

Total change 12,484 7,023 1,736 3,725

For the three months ended June 30, 2026 $ 52,830 $ 30,827 $ 8,589 $ 13,414

Percentage change 30.9 % 29.5 % 25.3 % 38.4 %

Travel costs 202 148 31 23

Marketing program costs 489 489 141 141

Occupancy related costs (161) 20 (76) (105)

Professional services fees and expenses (706) 274 (882) (98) (42) 870 (728) (184)

Other costs and expenses 518 560 181 (223)

Total change 11,695 4,681 1,385 5,629

For the three months ended September 30, 2026 $ 55,776 $ 30,361 $ 8,950 $ 16,465

Percentage change 26.5 % 18.2 % 18.3 % 51.9 %

2 unchanged paragraphs

Other Income (Expense), Net

(3) Clinical trial costs and expenses represented approximately 53% 57% and 47% of total research and development costs and expenses for the three months ended June September 30, 2026 and 2025, respectively. Product development costs and expenses represented approximately 47% 43% and 53% of total research and development costs and expenses for the three months ended June September 30, 2026 and 2025, respectively.

Other (Expense) Income, Net

Other income, net, for the three months ended June September 30, 2026 increased $1,733, $2,583, or 158.6%, 214.5%, to $640, $1,379, as compared to Other expense, net, of $1,093 $1,204 for the three months ended June September 30, 2025. The increase in total other income, net, was primarily due to a decrease of $1,976 in interest expense of $1,756 and an increase of in investment income of $561, $1,112, partially offset by decreases of $480 from the change in fair value of the debt derivative liabilities of $209 and $324 from other income of $76.

We had no material income tax expense or benefit during the three months ended June September 30, 2026 and 2025 due to the incurrence of fiscal year net operating losses in both periods, the benefits of which have a full valuation allowance.

1 unchanged paragraph

Comparison of the Six Nine Months Ended June September 30, 2026 and 2025

1 unchanged paragraph

June September 30, 2026 June September 30, 2025

1 unchanged paragraph

Revenues $ 131,188 100.0 % $ 105,222 100.0 %

Cost of goods sold 34,325 26.2 28,271 26.9

Gross profit 96,863 73.8 76,951 73.1

Sales and marketing 59,460 45.3 44,849 42.6

Research and development 16,106 12.3 12,944 12.3

General and administrative 26,285 20.0 19,147 18.2

Total costs and expenses 101,851 77.6 76,940 73.1

(Loss) income from operations (4,988) (3.8) 11

Revenues $ 207,022 100.0 % $ 165,304 100.0 %

Cost of goods sold 53,428 25.8 42,360 25.6

Gross profit 153,594 74.2 122,944 74.4

Sales and marketing 89,821 43.4 70,529 42.7

Research and development 25,056 12.1 20,509 12.4

General and administrative 42,750 20.6 29,983 18.1

Total costs and expenses 157,627 76.1 121,021 73.2

(Loss) income from operations (4,033) (1.9) 1,923 1.2

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

2 unchanged paragraphs

4 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

4 unchanged paragraphs

1 unchanged paragraph

and 52 more changes in the filing

Controls and procedures 2 changes

2 unchanged paragraphs

Our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June September 30, 2026, and concluded that our disclosure controls and procedures were effective.

1 unchanged paragraph

There were no changes in our internal control over financial reporting during the three months ended June September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(d) 13a-15(f) or 15d-15(f) of th e Exchange Act).

Risk factors 3 changes

There have been no material changes to the risk factors disclosed in our 2025 Annual Report on Form 10-K, except as set forth below. Any investment in our business involves a high degree of risk. Before making an investment decision, you should carefully consider the information we include in this Quarterly Report on Form 10-Q, including our unaudited interim condensed consolidated financial statements and accompanying notes, our Annual Report on Form 10-K for the year ended December 31, 2025, including our financial statements and related notes contained therein, and the additional information in the other reports we file with the SEC. These risks may result in material harm to our business and our financial condition and results of operations. In this event, the market price of our common stock may decline, and you could lose part or all of your investment. Additional risks that we currently believe are immaterial may also impair our business operations. Our business, financial condition and future prospects and the trading price of our common stock could be harmed as a result of any of these risks.

We may not realize the anticipated benefits of the Merger.

We 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 our operations may be difficult, costly or time-consuming and may require a disproportionate amount of our resources and management s attention. We may encounter difficulties in integrating BioCircuit s operations, personnel, technologies, products and information systems, and the integration process may divert management s attention from our existing business and result in unanticipated costs or disruptions. If we are unable to successfully integrate BioCircuit or realize the anticipated benefits of the Merger, our business, financial condition and results of operations could be adversely affected.

Other information 7 changes

1 unchanged paragraph

During the three months ended June September 30, 2026, our Section 16 officers and directors adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement as such terms are defined under Item 408 of Regulation S-K as noted below.

2 unchanged paragraphs

Kathy Weiler , Director

Amy Wendell , Director

Joseph A. Tyndall , Director

Erick DeVinney , Chief Scientific Officer

September 16, 2026 X

93,039 December 16, 2027

2 unchanged paragraphs

Exhibits 5 changes

1 unchanged paragraph

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.

September 10, 2026, Form 8-K/A, Exhibit 2.1

10 unchanged paragraphs

Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) and Item 601(b)(2) of Regulation S-K.

1 unchanged paragraph

Dated: July 29, October 28, 2026 /s/ Michael Dale

2 unchanged paragraphs

Dated: July 29, October 28, 2026 /s/ Lindsey Hartley

2 unchanged paragraphs

Unchanged: Forward-looking statements, Note 1: Nature of Business, Legal proceedings, Market risk, Unregistered sales of stock, Defaults on senior securities, Mine safety disclosures

Only in this filing: Note 6: Other Assets, Net

Compared by code from the two filings' text and XBRL. Not advice.

The reading, claim by claim

  1. It reported revenue of $75.8 million, up 26.2% from a year earlier, and net income of $2.3 million.
  2. In its financial statements, nine-month revenues were $207,022 thousand, against $165,304 thousand a year earlier.
  3. The nine-month net loss was $18,766 thousand, which includes a loss on extinguishment of debt of $16,849 thousand.
  4. Diluted net income per share for the quarter was $0.04.
  5. Cash and cash equivalents were $328,888 thousand on September 30, 2026, versus $35,548 thousand on December 31, 2025.
  6. Long-term debt was shown as none, compared with $48,387 thousand at year-end.
  7. Financing cash flows included $359,622 thousand from issuing common stock and $48,585 thousand of long-term debt repayment.
  8. Net cash provided by operating activities was $25,322 thousand for the nine months.
  9. The forward-looking statements say the company expects to meet certain job creation milestones by December 31, 2026 for grants tied to its Vandalia, Ohio processing center.
  10. It also believes its cash, investments and product sales will fund operations for at least the next twelve months.

10 of 11 claims matched the filing text.

Not found in the filing text

  • For the same period a year earlier, the filing shows net cash used in operating activities of $2,226 thousand.

From the filing's financial data, not stated in its text

From this 10-Q's financial data (XBRL) for the quarter ended September 30, 2026

  • Gross margin was 74.8%.

From the filing

Item 6.

Item 6.

Exhibits

30

Signatures

31 i

Table of Contents

Axogen, Inc.

Forward-Looking Statements

From time to time, in reports filed with the United States Securities and Exchange Commission (the "SEC") (including this Quarterly Report on Form 10-Q), in press releases, and in other communications to shareholders or the investment community, Axogen, Inc. (including Axogen, Inc.'s wholly owned subsidiaries, Axogen Corporation, Axogen Processing Corporation, Axogen Germany GmbH and Axogen Europe GmbH, the "Company," "Axogen," "we," "our," or "us") may provide forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, concerning possible or anticipated future results of operations or business developments. 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 the Company is active, as well as its business plans. Words such as "expects," "anticipates," "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.

The forward-looking statements in this Form 10-Q include, but are not limited to, the following:

• Our belief that we will continue to drive growth through targeted expansion of nerve repair indications and driving deeper adoption of our nerve repair algorithm across multiple surgical specialties;

• Our expectations around our targeted strategy relating to the expansion of nerve repair indications with a focus on deepening our presence in high-potential accounts;

• Our expectations of satisfying certain job creation milestones by December 31, 2026 pursuant to our cash grants related to certain economic development grants for our Axogen Processing Center in Vandalia, Ohio;9

• Our expectations around the potential positive impact on our business of expanded coverage and reimbursement for peripheral nerve injuries using synthetic conduits or allografts; and

• Our belief that our existing cash and cash equivalents and investments, as well as cash provided by sales of our products will allow us to fund our operations through at least the next twelve months.10

The forward-looking statements are and will be subject to risks and uncertainties, which may cause actual results to differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements contained in this Quarterly Report on Form 10-Q should be evaluated together with the many risks and uncertainties that affect the Company's business and its market, particularly those discussed in the risk factors and cautionary statements set forth in the Company's filings with the SEC, including as described in "Risk Factors" included in Item 1A and "Risk Factor Summary" included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from those projected. The forward-looking statements are representative only as of the date they are made and, except as required by applicable law, the Company assumes no responsibility to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or otherwise.

1

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

ITEM 1 — FINANCIAL STATEMENTS

Axogen, Inc.

Condensed Consolidated Balance Sheets (unaudited) (in thousands, except share and per share amounts)

September 30,

2026 December 31,

2025

Assets

Current assets

Cash and cash equivalents $ 328,888 $ 35,5485 Restricted cash 2,000 4,000 Investments 19,180 5,980

Accounts receivable, net of allowance for doubtful accounts of $ 770 and $ 948 , respectively

34,008 26,169 Inventory 49,063 42,373

Prepaid expenses and other assets 4,953 6,352

Total current assets 438,092 120,422 Property and equipment, net 81,946 81,783

Operating lease right-of-use assets 13,394 12,732

Intangible assets, net 7,910 6,750

Other assets, net 8,997 —

Total assets $ 550,339 $ 221,687

Liabilities and shareholders' equity

Current liabilities

Accounts payable and accrued expenses $ 34,626 $ 21,184

Current maturities of long-term lease obligations 1,830 2,372

Total current liabilities 36,456 23,556

Long-term debt, net of debt discount and financing fees — 48,3876

Long-term lease obligations 17,639 16,870

Debt derivative liabilities — 3,886

Other long-term liabilities 141 141 Total liabilities 54,236 92,840

Commitments and contingencies - see Note 15

Shareholders' equity

Common stock, $ 0.01 par value per share; 100,000,000 shares authorized; 59,724,524 and 47,199,797 shares issued and outstanding, respectively 597 472 Additional paid-in capital 821,235 435,338 Accumulated deficit ( 325,729 ) ( 306,963 ) Total shareholders' equity 496,103 128,847

Total liabilities and shareholders' equity $ 550,339 $ 221,687

See Notes to Condensed Consolidated Financial Statements.

2

Table of Contents

Axogen, Inc.

Condensed Consolidated Statements of Operations (unaudited) (in thousands, except share and per share amounts)

Three Months Ended Nine Months Ended

September 30, 2026 September 30, 2025 September 30, 2026 September 30, 2025 Revenues $ 75,8341 $ 60,082 $ 207,022 $ 165,3042 Cost of goods sold 19,103 14,089 53,428 42,360 Gross profit 56,731 45,993 153,594 122,944

Costs and expenses

Sales and marketing 30,361 25,680 89,821 70,529 Research and development 8,950 7,565 25,056 20,509 General and administrative 16,465 10,836 42,750 29,983 Total costs and expenses 55,776 44,081 157,627 121,021 Income (loss) from operations 955 1,912 ( 4,033 ) 1,923

Other income (expense)

Investment income 1,431 319 2,985 816 Interest expense ( 1 ) ( 1,757 ) ( 696 ) ( 5,984 )

Loss on extinguishment of debt — — ( 16,849 ) —3

Change in fair value of debt derivative liabilities — 209 — 531

Other (expense) income, net ( 51 ) 25 ( 173 ) 167 Total other income (expense), net 1,379 ( 1,204 ) ( 14,733 ) ( 4,470 ) Net income (loss) $ 2,334 $ 708 $ ( 18,766 ) $ ( 2,547 )3 Weighted average common shares outstanding - basic 55,158,424 46,494,598 53,437,633 45,905,069 Weighted average common shares outstanding - diluted 61,525,789 49,088,436 53,437,633 45,905,069 Net income (loss) per common share - basic $ 0.04 $ 0.02 $ ( 0.35 ) $ ( 0.06 ) Net income (loss) per common share - diluted $ 0.04 $ 0.01 $ ( 0.35 ) $ ( 0.06 )4

See Notes to Condensed Consolidated Financial Statements.

3

Table of Contents

Axogen, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited) (in thousands)

Nine Months Ended

September 30, 2026 September 30, 2025 Cash flows from operating activities: Net loss $ ( 18,766 ) $ ( 2,547 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation 4,787 5,027

Amortization of right-of-use assets 1,305 294

Amortization of intangible assets 329 221

Amortization of debt discount and deferred financing fees 68 666

Provision for bad debts 4 358

Loss on disposal of equipment 26 —

Change in fair value of debt derivative liabilities — ( 531 )

Investment gains, net ( 191 ) ( 238 )

Loss on extinguishment of debt 16,849 —

Stock-based compensation expense 24,403 13,501 Change in operating assets and liabilities: Accounts receivable ( 7,843 ) ( 7,028 ) Inventory ( 6,690 ) ( 7,398 )

Prepaid expenses and other assets 1,399 ( 619 )

Other assets, net ( 1,989 ) —

Accounts payable and accrued expenses 13,359 ( 2,985 )

Operating lease obligations ( 1,724 ) ( 833 )

Cash paid for interest portion of financing lease obligations ( 4 ) ( 3 )

Other long-term liabilities — ( 111 )

Net cash provided by (used in) operating activities 25,322 ( 2,226 )8

Cash flows from investing activities:

Purchase of property and equipment ( 5,074 ) ( 2,498 )

Purchase of investments ( 27,209 ) ( 13,723 )

Proceeds from sale of investments 14,200 8,000

Purchases of equity investments held at cost ( 7,008 ) —

Cash payments for intangible assets ( 1,306 ) ( 1,138 )

Net cash used in investing activities $ ( 26,397 ) $ ( 9,359 )

(CONTINUED...)

4

Table of Contents

Axogen, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited) (in thousands)

Nine Months Ended

September 30, 2026 September 30, 2025

Cash flows from financing activities:

Proceeds from issuance of common stock $ 359,622 $ —7

Payment of stock issuance costs ( 1,341 ) —

Repayment of long-term debt ( 48,585 ) —7

Fees paid to lender related to debt extinguishment ( 20,498 ) —

Fees paid to third parties related to debt extinguishment ( 107 ) —

Payments of employee tax withholding on vested stock awards ( 9,447 ) —

Cash paid for debt portion of financing lease obligations ( 14 ) ( 11 )

Proceeds from exercise of stock options and ESPP stock purchases 12,785 5,944

Net cash provided by financing activities 292,415 5,933

Net increase (decrease) in cash and cash equivalents, and restricted cash 291,340 ( 5,652 )

Cash and cash equivalents, and restricted cash, beginning of period 39,548 33,554

Cash and cash equivalents, and restricted cash, end of period $ 330,888 $ 27,902

Supplemental disclosures of cash flow activity:

Cash paid for interest $ 628 $ 5,089

Supplemental disclosure of non-cash investing and financing activities:

Acquisition of property and equipment change in accounts payable and accrued expenses $ ( 99 ) $ 236

Acquisition of right-of-use asset in exchange

Similar companies

Companies of similar size in SIC 3845 and related industry codes: the same peer list as the financial tables.

Data on this page was fetched . The filing on SEC.gov is the record.