axgn-20260331

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 March 31, 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 April 24, 2026, the registrant had 53,177,824 shares of common stock outstanding.


Table of Contents
		Page
Part I - Financial Information
Item 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 (Unaudited)	2
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (Unaudited)	4
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 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	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	22

Part II - Other Information

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	24

	Signatures	25


	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	82,654	$	35,548
Restricted cash	2,000		4,000
Investments	18,947		5,980
Accounts receivable, net of allowance for doubtful accounts of $822 and $948, respectively	28,313		26,169
Inventory	46,074		42,373
Prepaid expenses and other assets	6,720		6,352
Total current assets	184,708		120,422
Property and equipment, net	83,038		81,783
Operating lease right-of-use assets	14,280		12,732
Intangible assets, net	7,270		6,750
Other assets	192		—
Total assets	$	289,488	$	221,687

Liabilities and shareholders’ equity
Current liabilities:
Accounts payable and accrued expenses	$	23,898	$	21,184
Current maturities of long-term lease obligations	2,115		2,372
Total current liabilities	26,013		23,556

Long-term debt, net of debt discount and financing fees	—		48,387
Long-term lease obligations	18,527		16,870
Debt derivative liabilities	—		3,886
Other long-term liabilities	140		141
Total liabilities	44,680		92,840

Commitments and contingencies - see Note 14

Shareholders’ equity:
Common stock, $0.01 par value per share; 100,000,000 shares authorized; 53,153,471 and 47,199,797 shares issued and outstanding, respectively	532		472
Additional paid-in capital	570,823		435,338
Accumulated deficit	(326,547)		(306,963)
Total shareholders’ equity	244,808		128,847
Total liabilities and shareholders’ equity	$	289,488	$	221,687


	Three Months Ended
		March 31, 2026		March 31, 2025
Revenues		$	61,457	$	48,560
Cost of goods sold		15,268		13,627
Gross profit		46,189		34,933
Costs and expenses:
Sales and marketing		28,633		21,045
Research and development		7,517		6,091
General and administrative		12,871		9,458
Total costs and expenses		49,021		36,594
Loss from operations		(2,832)		(1,661)
Other income (expense):
Investment income		768		272

Interest expense		(694)		(2,250)
Loss on extinguishment of debt		(16,849)		—
Change in fair value of debt derivative liabilities		—		(158)
Other income (expense), net		23		(37)
Total other expense, net		(16,752)		(2,173)
Net loss		$	(19,584)	$	(3,834)

Weighted average common shares outstanding - basic		51,591,504		45,204,076
Weighted average common shares outstanding - diluted		51,591,504		45,204,076

Net loss per common share - basic		$	(0.38)	$	(0.08)
Net loss per common share - diluted		$	(0.38)	$	(0.08)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Shareholders’ Equity
	Shares	Amount








Three Months Ended March 31, 2026
Balance at December 31, 2025	47,199,797	$	472	$	435,338	$	(306,963)	$	128,847
Net loss	—	—		—		(19,584)		(19,584)
Issuance of common shares	4,600,000	46		133,206		—		133,252
Stock-based compensation	—	—		6,843		—		6,843
Issuance of restricted and performance stock units, net of shares withheld for withholding taxes	985,796	10		(8,786)		—		(8,776)
Exercise of stock options	367,878	4		4,222		—		4,226
Balance at March 31, 2026	53,153,471	$	532	$	570,823	$	(326,547)	$	244,808









Three Months Ended March 31, 2025
Balance at December 31, 2024	44,148,836	$	441	$	394,726	$	(291,260)	$	103,907
Net loss	—	—		—		(3,834)		(3,834)
Stock-based compensation	—	—		2,909		—		2,909
Issuance of restricted and performance stock units	1,105,214	11		(11)		—		—
Exercise of stock options	258,573	3		2,380		—		2,383
Balance at March 31, 2025	45,512,623	$	455	$	400,004	$	(295,094)	$	105,365


(in thousands)	March 31, 2026		December 31, 2025
Cash and cash equivalents	$	82,654	$	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	$	84,654	$	39,548


	Three Months Ended March 31,
(in thousands)		2026		2025
Depreciation expense		$	1,604	$	1,728


	March 31, 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	$	8,069	$	(1,519)	$	6,550	$	7,498	$	(1,418)	$	6,080



Unamortized intangible assets:
Trademarks	720		—		720		670		—		670
Total intangible assets	$	8,789	$	(1,519)	$	7,270	$	8,168	$	(1,418)	$	6,750


(in thousands)
2026 (excluding the three months ended March 31, 2026)	$	319
2027	426
2028	426
2029	426
2030	426
Thereafter	4,527
Total	$	6,550


	Balance Sheet Classification	March 31, 2026
(in thousands)		(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Money market funds	Cash and cash equivalents	$	76,719	$	—	$	—	$	76,719
U.S. Treasuries	Investments	10,789		—		—		10,789
Corporate bonds	Investments	—		8,000		—		8,000
Money market funds	Investments	158		—		—		158
Total assets		$	87,666	$	8,000	$	—	$	95,666


(in thousands, except lease term and discount rate)	March 31, 2026		December 31, 2025
Operating Leases
Right-of-use operating assets	$	14,280	$	12,732
Current maturities of long-term lease obligations	$	2,096	$	2,354
Long-term lease obligations	$	18,500	$	16,838


Financing Leases
Right-of-use financing assets, net of accumulated amortization (1)	$	40	$	44
Current maturities of long-term lease obligations	$	19	$	18
Long-term lease obligations	$	27	$	32

Weighted average operating lease term:	7.8 years		8.1 years
Weighted average financing lease term:	2.5 years		1.8 years

Weighted average discount rate - operating leases	10.29%		10.87%
Weighted average discount rate - financing leases	13.59%		8.01%


(in thousands)	March 31, 2026		December 31, 2025
Finished goods	$	41,813	$	37,538
Work in process	1,003		1,215
Raw materials	5,414		5,822
Less: inventory reserve	(2,156)		(2,202)
Inventory	$	46,074	$	42,373


(in thousands)	March 31, 2026		December 31, 2025
Land	$	1,090	$	731
Building	62,085		60,679
Leasehold improvements	18,405		18,060
Processing equipment	17,098		16,572
Furniture and equipment	10,889		10,850
Projects in process	1,425		1,241
Finance lease right-of-use assets	80		80
Property and equipment, at cost	111,072		108,213
Less: accumulated depreciation	(28,034)		(26,430)
Property and equipment, net	$	83,038	$	81,783


Type of Award	Target Shares or Units	Weighted Average Grant Date Fair Value




Restricted Stock Units (1)	522,980	$	31.64



Performance Stock Units (2)	525,474	$	31.65


(in thousands)
2026 (excluding the three months ended March 31, 2026)	$	3,203
2027	3,569
2028	3,587
2029	3,665
2030	3,593
Thereafter	12,793
Total	30,410
Less: Imputed interest	(9,768)
Total lease obligations	20,642
Less: Current maturities of long-term lease obligations	(2,115)
Long-term lease obligations	$	18,527


	Three Months Ended March 31,
(in thousands, except per share amounts)		2026		2025
Numerator:
Net loss		$	(19,584)	$	(3,834)

Denominator:
Weighted average shares outstanding - basic		51,591,504		45,204,076
Weighted average shares outstanding - diluted		51,591,504		45,204,076

Net loss per common share - basic		$	(0.38)	$	(0.08)
Net loss per common share - diluted		$	(0.38)	$	(0.08)

Anti-dilutive shares excluded from the calculation of diluted net loss per common share (1)
Stock options		1,469,393		1,355,425
Restricted and performance stock units		3,714,324		2,398,560


(dollars in thousands)	Total costs and expenses		Sales and marketing		Research and development		General and administrative
For the three months ended March 31, 2025	$	36,594	$	21,045	$	6,091	$	9,458
Change from:

Compensation costs (1)	8,076		5,214		622		2,240
Stock-based compensation (2)	3,005		974		699		1,332
Research and development project costs (3)	835		—		835		—
Marketing program costs	632		632		—		—

SEC Form 10-Q filed by Axogen Inc.