Axogen, Inc.

There have been no material changes to the risk factors disclosed in our 2025 Annual Report on Form 10-K, except as set forth below. Any investment in our business involves a high degree of risk. Before making an investment decision, you should carefully consider the information we include in this Quarterly Report on Form 10-Q, including our unaudited interim condensed consolidated financial statements and accompanying notes, our Annual Report on Form 10-K for the year ended December 31, 2025, including our financial statements and related notes contained therein, and the additional information in the other reports we file with the SEC. These risks may result in material harm to our business and our financial condition and results of operations. In this event, the market price of our common stock may decline, and you could lose part or all of your investment. Additional risks that we currently believe are immaterial may also impair our business operations. Our business, financial condition and future prospects and the trading price of our common stock could be harmed as a result of any of these risks.

We may not realize the anticipated benefits of the Merger.

We may not realize the anticipated benefits of the Merger, or such benefits may take longer to realize than expected. The integration of BioCircuit’s business with our operations may be difficult, costly or time-consuming and may require a disproportionate amount of our resources and management’s attention. We may encounter difficulties in integrating BioCircuit’s operations, personnel, technologies, products and information systems, and the integration process may divert management’s attention from our existing business and result in unanticipated costs or disruptions. If we are unable to successfully integrate BioCircuit or realize the anticipated benefits of the Merger, our business, financial condition and results of operations could be adversely affected.