Item 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement
On December 1, 2022, Aziyo Biologics, Inc. (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co., as underwriter (the
“Underwriter”), in connection with the public offering, issuance and sale by the Company of 2,350,000 shares of the Company’s
Class A common stock, $0.001 par value per share, at a public offering price of $4.75 per share, less underwriting discounts and commissions,
pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-267197) and a related prospectus supplement filed
with the Securities and Exchange Commission (the “Offering”). Under the terms of the Underwriting Agreement, the Company also
granted the Underwriter an option exercisable for 30 days to purchase up to an additional 352,500 shares of its Class A common stock at
the public offering price, less underwriting discounts and commissions. The closing of the Offering is expected to occur on or about December
5, 2022, subject to the satisfaction of customary closing conditions.
The Company expects to receive net proceeds from the Offering of approximately
$9.84 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. In addition,
the Underwriter agreed to reimburse the Company at the closing of the Offering for certain fees, costs and expenses and other amounts
related to or in connection with the Offering. The Company intends to use the net proceeds of the Offering to expand its product development
and clinical research activities, hire additional sales personnel to coincide with product launches and the remainder to fund working
capital and other general corporate purposes.
The Underwriting Agreement contains customary representations, warranties
and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including
for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations,
warranties and covenants contained in the Underwriting Agreement were made solely for the benefit of the parties thereto and may be subject
to limitations agreed upon by the contracting parties. Accordingly, the Underwriting Agreement is incorporated herein by reference only
to provide investors with information regarding the terms of the Underwriting Agreement and not to provide investors with any other factual
information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic
reports and other filings with the SEC.
The foregoing description of the Underwriting
Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of
which is filed as Exhibit 1.1 to this report and is incorporated by reference herein.
Latham & Watkins LLP, counsel to the Company, has issued an opinion
to the Company, dated December 5, 2022, regarding the validity of the shares of common stock to be issued and sold in the offering. A
copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Amendment to Credit Agreement
On November 30, 2022, the Company entered into
an amendment letter (the “Amendment Letter”) to the Credit Agreement, dated as of August 10, 2022, by and among the Company,
as the Borrower, and its subsidiaries, the financial institutions party thereto from time to time as lenders, and SWK Funding LLC, as
agent (as amended by the letter agreement dated as of October 9, 2022, the letter agreement dated as of November 10, 2022, and the letter
agreement dated as of November 21, 2022, the “Credit Agreement”). Pursuant to the Amendment Letter, the lenders under the
Credit Agreement agreed to fund the additional term loan of $4 million (the “Subsequent Term Loan”), notwithstanding the fact
that the specified operational and financial metrics required to be achieved by the Company for its availability have not been satisfied,
so long as (i) the request to fund is made on or prior to December 16, 2022 (such funding date, the “Subsequent Funding Date”),
(ii) no material adverse effect, default or event of default has occurred and is continuing or would be caused by such Subsequent Term
Loan, and (iii) the Company has issued additional equity interests resulting in net proceeds to the Company of not less than $10 million
on or prior to the Subsequent Funding Date (this clause (iii), the “Equity Raise Condition”). Upon the closing of the Offering,
the Company expects that the Equity Raise Condition shall be satisfied.
The foregoing summary of the Amendment Letter
does not purport to be complete and is qualified in its entirety by reference to the Amendment Letter, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K.