SEC Comment Letter 0000000000-24-002946 to Axogen, Inc. (AXGN) (CIK 0000805928) (AXGN)
Axogen, Inc. (AXGN) (CIK 0000805928)
Date: March 19, 2024 · CIK: 0000805928 · Accession: 0000000000-24-002946
AI Filing Summary & Sentiment
File numbers found in text: 333-277689
Letter
United States securities and exchange commission logo March 18, 2024 Marc Began Executive Vice President and General Counsel Axogen, Inc. 13631 Progress Boulevard Suite 400 Alachua, Florida 32615 Re:Axogen, Inc. Registration Statement on Form S-3 Filed March 6, 2024 File No. 333-277689 Dear Marc Began: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-3 Selling Securityholders, page 28 1.You indicate that you are registering $100 million of securities on behalf of the company and selling securityholders. On page 28, you disclose that “[i]nformation about selling securityholders, where applicable, will be set forth in a prospectus supplement, in a post- effective amendment or in filings we make with the SEC under the Exchange Act that are incorporated by reference.” Please revise to identify the initial transaction(s) pursuant to which the securities the selling securityholders are offering were originally sold. Please also clarify that the initial offering was completed and the securities were issued and outstanding prior to filing this registration statement on Form S-3. Revise your fee table, prospectus cover page and elsewhere as appropriate to disclose the aggregate number of shares being registered for resale. File a revised legal opinion that covers the securities to be offered for resale by the selling securityholders. Refer to Securities Act Rule
FirstName LastNameMarc Began Comapany NameAxogen, Inc. March 18, 2024 Page 2 FirstName LastName Marc Began Axogen, Inc. March 18, 2024 Page 2 430B(b)(2) and General Instruction II.G of Form S-3. For additional guidance, refer to Questions 228.03 and 228.04 of our Securities Act Rules Compliance and Disclosure Interpretations. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Robert Augustin at 202-551-8483 or Jane Park at 202-551-7439 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Jackie Liu
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United States securities and exchange commission logo
March 18, 2024
Marc Began
Executive Vice President and General Counsel
Axogen, Inc.
13631 Progress Boulevard
Suite 400
Alachua, Florida 32615
Re:Axogen, Inc.
Registration Statement on Form S-3
Filed March 6, 2024
File No. 333-277689
Dear Marc Began:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
Selling Securityholders, page 28
1.You indicate that you are registering $100 million of securities on behalf of the company
and selling securityholders. On page 28, you disclose that “[i]nformation about selling
securityholders, where applicable, will be set forth in a prospectus supplement, in a post-
effective amendment or in filings we make with the SEC under the Exchange Act that are
incorporated by reference.” Please revise to identify the initial transaction(s) pursuant to
which the securities the selling securityholders are offering were originally sold. Please
also clarify that the initial offering was completed and the securities were issued and
outstanding prior to filing this registration statement on Form S-3. Revise your fee table,
prospectus cover page and elsewhere as appropriate to disclose the aggregate number of
shares being registered for resale. File a revised legal opinion that covers the securities to
be offered for resale by the selling securityholders. Refer to Securities Act Rule
FirstName LastNameMarc Began
Comapany NameAxogen, Inc.
March 18, 2024 Page 2
FirstName LastName
Marc Began
Axogen, Inc.
March 18, 2024
Page 2
430B(b)(2) and General Instruction II.G of Form S-3. For additional guidance, refer to
Questions 228.03 and 228.04 of our Securities Act Rules Compliance and Disclosure
Interpretations.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Robert Augustin at 202-551-8483 or Jane Park at 202-551-7439 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Jackie Liu