axgn-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to______________

Commission file number: 001-36046

Axogen, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Minnesota

(State or other jurisdiction of

incorporation or organization)

13631 Progress Blvd., Suite 400 Alachua, FL

(Address of principal executive offices)

41-1301878

(I.R.S. Employer

Identification No.)

32615

(Zip Code)

386-462-6800

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	AXGN	The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 27, 2026, the registrant had 53,761,513 shares of common stock outstanding.

Table of Contents

Axogen, Inc.


Table of Contents
		Page
Part I - Financial Information
Item 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 (Unaudited)	2
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (Unaudited)	4
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2026 and 2025 (Unaudited)	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

Part II - Other Information

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

	Signatures	28

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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;

•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.

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.

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PART I — FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

Axogen, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands, except share and per share amounts)


	June 30, 2026		December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	94,572	$	35,548
Restricted cash	2,000		4,000
Investments	16,840		5,980
Accounts receivable, net of allowance for doubtful accounts of $734 and $948, respectively	34,126		26,169
Inventory	47,313		42,373
Prepaid expenses and other assets	5,525		6,352
Total current assets	200,376		120,422
Property and equipment, net	82,342		81,783
Operating lease right-of-use assets	13,845		12,732
Intangible assets, net	7,571		6,750
Other assets	729		—
Total assets	$	304,863	$	221,687

Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued expenses	$	28,399	$	21,184
Current maturities of long-term lease obligations	1,975		2,372
Total current liabilities	30,374		23,556

Long-term debt, net of debt discount and financing fees	—		48,387
Long-term lease obligations	18,091		16,870
Debt derivative liabilities	—		3,886
Other long-term liabilities	141		141
Total liabilities	48,606		92,840

Commitments and contingencies - see Note 14

Shareholders’ equity
Common stock, $0.01 par value per share; 100,000,000 shares authorized; 53,656,293 and 47,199,797 shares issued and outstanding, respectively	537		472
Additional paid-in capital	583,783		435,338
Accumulated deficit	(328,063)		(306,963)
Total shareholders’ equity	256,257		128,847
Total liabilities and shareholders’ equity	$	304,863	$	221,687

See Notes to Condensed Consolidated Financial Statements.

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Axogen, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

(in thousands, except share and per share amounts)


	Three Months Ended				Six Months Ended
	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
Costs and expenses
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
Other income (expense)
Investment income	786		225		1,554		497

Interest expense	(1)		(1,977)		(695)		(4,227)
Loss on extinguishment of debt	—		—		(16,849)		—
Change in fair value of debt derivative liabilities	—		480		—		322
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)

See Notes to Condensed Consolidated Financial Statements.

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Axogen, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands)


	Six Months Ended
	June 30, 2026		June 30, 2025
Cash flows from operating activities:
Net loss	$	(21,100)	$	(3,255)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation	3,211		3,385
Amortization of right-of-use assets	854		184
Amortization of intangible assets	212		133
Amortization of debt discount and deferred financing fees	68		442
(Recovery of) provision for bad debts	(52)		386
Loss on disposal of equipment	7		—
Change in fair value of debt derivative liabilities	—		(322)
Investment gains, net	(110)		(121)
Loss on extinguishment of debt	16,849		—
Stock-based compensation expense	15,609		8,077
Change in operating assets and liabilities:
Accounts receivable	(7,905)		(4,310)
Inventory	(4,940)		(3,591)
Prepaid expenses and other assets	827		(81)
Other assets	(729)		—
Accounts payable and accrued expenses	7,118		(5,755)
Operating lease obligations	(1,130)		(542)
Cash paid for interest portion of financing lease obligations	(3)		(2)
Other long-term liabilities	—		(77)
Net cash provided by (used in) operating activities	8,786		(5,449)

Cash flows from investing activities:
Purchase of property and equipment	(3,682)		(978)

Purchase of investments	(18,750)		(7,837)
Proceeds from sale of investments	8,000		4,000
Cash payments for intangible assets	(1,032)		(793)
Net cash used in investing activities	(15,464)		(5,608)

Cash flows from financing activities:
Proceeds from issuance of common stock	134,044		—
Payment of stock issuance costs	(792)		—
Repayment of long-term debt	(48,585)		—
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	(9,273)		—
Cash paid for debt portion of financing lease obligations	(9)		(8)
Proceeds from exercise of stock options and ESPP stock purchases	8,922		3,547
Net cash provided by financing activities	63,702		3,539
Net increase (decrease) in cash and cash equivalents, and restricted cash	57,024		(7,518)
Cash and cash equivalents, and restricted cash, beginning of period	39,548		33,554
Cash and cash equivalents, and restricted cash, end of period	$	96,572	$	26,036

Supplemental disclosures of cash flow activity:
Cash paid for interest	$	627	$	3,559
Supplemental disclosure of non-cash investing and financing activities:
Acquisition of property and equipment change in accounts payable and accrued expenses	$	95	$	132
Acquisition of right-of-use asset in exchange for a lease liability	$	1,967	$	—


Acquisition of intangible assets change in accounts payable and accrued expenses	$	2	$	(124)

See Notes to Condensed Consolidated Financial Statements.

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Axogen, Inc.

Condensed Consolidated Statements of Changes in Shareholders’ Equity

(unaudited)

(in thousands, except share amounts)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Shareholders’ Equity
	Shares	Amount
Three Months Ended June 30, 2026
Balance at March 31, 2026	53,153,471	$	532	$	570,823	$	(326,547)	$	244,808
Net loss	—	—		—		(1,516)		(1,516)
Stock-based compensation	—	—		8,766		—		8,766
Issuance of restricted and performance stock units, net of shares withheld for withholding taxes	134,892	1		(498)		—		(497)
Exercise of stock options and employee stock purchases under the ESPP	367,930	4		4,692		—		4,696
Balance at June 30, 2026	53,656,293	$	537	$	583,783	$	(328,063)	$	256,257

Six Months Ended June 30, 2026
Balance at December 31, 2025	47,199,797	$	472	$	435,338	$	(306,963)	$	128,847
Net loss	—	—		—		(21,100)		(21,100)
Issuance of common shares	4,600,000	46		133,206		—		133,252
Stock-based compensation	—	—		15,609		—		15,609
Issuance of restricted and performance stock units, net of shares withheld for withholding taxes	1,120,688	11		(9,284)		—		(9,273)
Exercise of stock options and employee stock purchases under the ESPP	735,808	8		8,914		—		8,922
Balance at June 30, 2026	53,656,293	$	537	$	583,783	$	(328,063)	$	256,257

Three Months Ended June 30, 2025
Balance at March 31, 2025	45,512,623	$	455	$	400,004	$	(295,094)	$	105,365
Net income	—	—		—		579		579
Stock-based compensation	—	—		5,168		—		5,168
Issuance of restricted and performance stock units	113,923	1		(1)		—		—
Exercise of stock options and employee stock purchases under the ESPP	138,744	1		1,163		—		1,164
Balance at June 30, 2025	45,765,290	$	457	$	406,334	$	(294,515)	$	112,276

Six Months Ended June 30, 2025
Balance at December 31, 2024	44,148,836	$	441	$	394,726	$	(291,260)	$	103,907
Net loss	—	—		—		(3,255)		(3,255)
Stock-based compensation	—	—		8,077		—		8,077
Issuance of restricted and performance stock units	1,219,137	12		(12)		—		—
Exercise of stock options and employee stock purchases under the ESPP	397,317	4		3,543		—		3,547
Balance at June 30, 2025	45,765,290	$	457	$	406,334	$	(294,515)	$	112,276

See Notes to Condensed Consolidated Financial Statements.

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Axogen, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(in thousands, except share and per share amounts)

1. Nature of Business

Axogen, Inc. (together with its wholly-owned subsidiaries, the “Company”) was incorporated in Minnesota. The Company’s business is focused on the science, development and commercialization of the technologies used for peripheral nerve regeneration and repair. The Company’s products include 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™. The Company is headquartered in Florida. The Company has processing, warehousing and distribution facilities in Ohio and Texas.

The Company manages its operations as a single operating segment. Substantially all of the Company’s assets are maintained in the United States (“U.S.”). The Company derives substantially all of its revenues from sales to customers in the U.S.

2. Summary of Significant Accounting Policies

Please see Note 2 - Summary of Significant Accounting Policies to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report on Form 10-K”), filed with the SEC on February 24, 2026, for a description of all significant accounting policies.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 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 months ended June 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.

Cash and Cash Equivalents and Concentration

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 30, 2026, $94,072 of the cash and cash equivalents balance were not FDIC-insured or were in excess of FDIC limits.

Restricted Cash

The following table provides a reconciliation of Cash and cash equivalents, and Restricted cash reported on the Condensed Consolidated Balance Sheets that sum to the total of the same amounts shown on the Condensed Consolidated Statements of Cash Flows as of the periods presented:


(in thousands)	June 30, 2026		December 31, 2025
Cash and cash equivalents	$	94,572	$	35,548
Restricted cash	2,000		4,000
Total Cash and cash equivalents, and Restricted cash shown on the Condensed Consolidated Statements of Cash Flows	$	96,572	$	39,548

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Axogen, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

(in thousands, except share and per share amounts)

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 - Long-Term Debt, Net of Debt Discount and Financing Fees - Other Credit Facilities.

Shares Withheld to Satisfy Employee Tax Obligations

Upon vesting or settlement of certain share‑based awards, the Company may withhold a portion of the shares otherwise issuable to employees in order to satisfy statutory income and payroll tax withholding requirements. The shares withheld are not issued and therefore are not considered shares repurchased by the Company or reported as treasury stock. The Company records a liability for the amount of taxes to be remitted to tax authorities, and such cash payments are classified as financing activities within the Condensed Consolidated Statements of Cash Flows.

Recent Accounting Pronouncements

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 additional disclosure of the nature of expenses included in the statement of operations as well as disclosures about specific types of expenses included in the expense captions presented in the statement of operations. 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 early adoption and retrospective application are 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 “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 new requirements.

In December 2025, the FASB issued ASU 2025-11 — Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). ASU 2025-11 clarifies the interim reporting guidance in the Accounting Standards Codification (“ASC”), adding a comprehensive list of required interim disclosures and a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim periods within annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating these new disclosure requirements.

All other ASUs issued and not yet effective as of June 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.

3. Inventory

Inventory consists of the following as of the periods presented:


(in thousands)	June 30, 2026		December 31, 2025
Finished goods	$	42,998	$	37,538
Work in process	893		1,215
Raw materials	5,880		5,822
Less: inventory reserve	(2,458)		(2,202)
Inventory	$	47,313	$	42,373

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Axogen, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

(in thousands, except share and per share amounts)

4. Property and Equipment, Net

Property and equipment, net consists of the following as of the periods presented:


(in thousands)	June 30, 2026		December 31, 2025
Land	$	1,090	$	731
Building	62,085		60,679
Leasehold improvements	18,154		18,060
Processing equipment	17,189		16,572
Furniture and equipment	10,189		10,850
Projects in process	1,551		1,241
Finance lease right-of-use assets	80		80
Property and equipment, at cost	110,338		108,213
Less: accumulated depreciation	(27,996)		(26,430)
Property and equipment, net	$	82,342	$	81,783

Depreciation expense is as follows for the periods presented:


	Three Months Ended				Six Months Ended
(in thousands)	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025
Depreciation expense	$	1,607	$	1,657	$	3,211	$	3,385

5. Intangible Assets, Net

Intangible assets, net consist of the following as of the periods presented:


	June 30, 2026						December 31, 2025
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization	Net Carrying Amount
Amortizable intangible assets:
Patents	$	8,472	$	(1,630)	$	6,842	$	7,498