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
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,
FirstName LastNameMarc Began Division of
Corporation Finance
Office of Industrial
Applications and
Comapany NameAxogen, Inc.
Services
March 18, 2024 Page 2
cc: Jackie Liu
FirstName LastName