As filed with the Securities and Exchange Commission on May 6, 2021
Registration Statement
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
AXOGEN, INC.
(Exact name
of registrant as specified in its charter)
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Minnesota
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41-1301878
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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13631 Progress Boulevard, Suite 400
Alachua, Florida 32615
Tel: (386) 462-6800
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Brad Ottinger
General
Counsel and Chief Compliance Officer
Axogen, Inc.
13631 Progress Boulevard, Suite 400
Alachua, Florida 32615
Tel: (386) 462-6800
(Name, address, including zip code, and telephone number including area code, of agent for service)
Copies to:
Fahd M.T. Riaz, Esq.
DLA Piper LLP (US)
1650
Market Street, Suite 4900
Philadelphia, Pennsylvania 19103
Tel:(215) 656-3300
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
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.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price
per unit(1)
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Proposed
maximum
aggregate
offering price(1)
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Amount of
registration fee(2)
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Common stock, $0.01 par value per share
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(1)
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Such information is not required to be included pursuant to General Instruction II.E of Form S-3 under the Securities Act of 1933, as amended (the Securities Act). Such indeterminate number or amount of common stock is being registered as may from time to time be offered at indeterminate prices.
In addition, pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the securities being registered hereunder as a
result of stock splits, stock dividends or similar transactions.
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(2)
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Pursuant to Rules 456(b) and 457(r) of the Securities Act, the registrant is deferring payment of all
applicable registration fees. Any registration fees will be paid on a pay-as-you-go basis in accordance with Rule 457(r).
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