Axogen, Inc. — Capital/Financing Update 2015

Dec 10, 2015

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AxoGen , Inc.

13631 Progress Boulevard

Suite 400

Alachua , Florida 32615

December 10 , 201 5

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street , N . E .

Washington, DC 20549-4561

Attn:
Tom Jones
Re:	AxoGen, Inc. (the “Company”)
	Registration Statement on Form S-3
	File No. 333-207829

Dear Ms. Ravitz :

The Company her eby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4 :00 p .m. (EST) on December 11 , 201 5 , or as soon as practicable thereafter, pursuant to Rule 461 of the Secu rities Act of 1933, as amended.

The Company acknowledges that (i) should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, such declaration does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Fahd Riaz of DLA Piper LLP (US) with any questio ns or comments at ( 215 ) 656 - 3316 . Thank you for your assistance with this filing.

AXOGEN, INC.
By:	/s/Gregory G. Freitag
Name:	Gregory G. Freitag
Title:	Chief Financial Officer and General Counsel