Item 1.01. Entry into a Material Definitive Agreement.
On December 5, 2021, Aziyo Biologics, Inc. (the “Company”)
entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein (the “Investors”).
Pursuant to the Purchase Agreement, the Company agreed to sell an aggregate
of (i) 2,122,637 shares (the “Class A Shares”) of its Class A common stock, par value $0.001 per share (the “Class A
Common Stock”), to certain of the Investors, and (ii) 1,179,244 shares (the “Class B Shares” and together with the Class
A Shares, the “Shares”) of its Class B common stock, par value $0.001 per share, to certain of the Investors, in each case,
at a purchase price equal to $4.24 per share, for aggregate gross proceeds of approximately $14.0 million, before deducting offering expenses
(the “Offering”).
The closing of the Offering occurred on December 8, 2021.
On December 5, 2021, in connection with the Purchase Agreement, the
Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors. Pursuant to
the Registration Rights Agreement, the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission
(the “SEC”) within 45 days after the date of the closing of the Offering, for purposes of registering the resale of the
Class A Shares issued in the Offering and the shares of Class A Common Stock issuable upon conversion of the Class B Shares issued in
the Offering (the “Conversion Shares”), and any shares of Class A Common Stock issued as a dividend or other distribution
with respect to, in exchange for or in replacement of the Class A Shares, the Class B Shares or the Conversion Shares. The Company agreed
to use commercially reasonable efforts to cause this registration statement to be declared effective by the SEC within 75 days after the
date of the closing of the Offering, or 105 days after the date of the closing of the Offering if the SEC reviews the registration statement.
The Company has also agreed, among other things, to indemnify the Investors,
their officers, directors, members, managers, partners, trustees, employees and agents and other representatives, successors and assigns,
and each other person, if any, who controls such Investors within the meaning of the Securities Act of 1933 under the registration statement
from certain liabilities and to pay all fees and expenses (excluding any legal fees of the selling holder(s), and any underwriting discounts
and selling commissions) incident to the Company’s obligations under the Registration Rights Agreement.
The Offering is exempt from registration pursuant to Section
4(a)(2) of the Securities Act and Regulation D promulgated thereunder, as a transaction by an issuer not involving a public
offering. The Investors have not acquired the securities with a view to or for sale in connection with any distribution thereof in
violation of the Securities Act of 1933, as amended, and appropriate legends have been affixed to the securities issued in this
transaction.
The foregoing summaries do not purport to be complete and are qualified
in their entirety by reference to the Purchase Agreement and the Registration Rights Agreement, which are filed as Exhibits 10.1 and 10.2,
respectively, to this Current Report on Form 8-K.
On December 6, 2021, the Company issued a press release, a copy of
which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the Offering.