Axogen, Inc. — Regulatory Filings 2022

May 31, 2022

S-8 1 brhc10038163_s8.htm S-8 Licensed to: Broadridge Document created using EDGARfilings PROfile 8.2.0.0 Copyright 1995 - 2022 Broadridge

As filed with the Securities and Exchange Commission on May 31, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S‑8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AXOGEN, INC.
(Exact name of registrant as specified in its charter)

Minnesota	41‑1301878
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
13631 Progress Boulevard, Suite 400 Alachua, Florida	32615
(Address of Principal Executive Offices)	(Zip Code)

AXOGEN, INC. SECOND AMENDED AND RESTATED 2019 LONG-TERM INCENTIVE PLAN
(Full title of the plan)

Brad Ottinger General Counsel Axogen, Inc. 13631 Progress Boulevard, Suite 400 Alachua, Florida 32615 (386) 462‑6800	Fahd M.T. Riaz, Esq. DLA Piper LLP (US) 1650 Market Street, Suite 4900 Philadelphia, Pennsylvania 19103 (215) 656 3300
(Name, address, telephone number, including area code, of agent for service)	(Copy to)

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.

Large accelerated filer ☐	Accelerated filer ☑
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

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. ☐

EXPLANATORY NOTE

This Registration Statement relates solely to the registration of an additional 2,500,000 shares of Axogen, Inc. (the “Registrant”) common stock that became available for issuance pursuant to the Axogen, Inc. Second Amended and Restated 2019 Long-Term Incentive Plan and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8

Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of (i) the registration statement on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on August 22, 2019 (Registration No. 333-233416) and (ii) the registration statement on Form S-8 filed by the Registrant with the Commission on May 11, 2021 (Registration No. 333-255992).

ITEM 8. Exhibits

EXHIBIT NUMBER	DESCRIPTION
4.1	Registration Rights Agreement, dated as of August 26, 2015, between the Company and EW Healthcare Partners L.P., formerly named Essex Woodlands Fund IX, L.P. (incorporated by reference to Exhibit 4.2 to the
annual report on Form 10-K filed on February 28, 2018).
5.1	Opinion of DLA Piper LLP †
23.1	Consent of DLA Piper LLP (contained in Exhibit 5.1). †
23.2	Consent of Deloitte & Touche LLP, the Registrant’s Independent Registered Public Accounting Firm (filed herewith). †
24.1	Power of Attorney (included on signature page to this Registration Statement).
99.1	Axogen, Inc. Second Amended and Restated 2019 Long-Term Incentive Plan (incorporated by reference from Appendix A of the Registrant’s Proxy Statement on DEF14A dated April 14, 2022 (No. 001-36046)).
107	Filing Fee Table. †

† Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Alachua, State of Florida, on May 31, 2022.

Axogen, Inc.
By:	/s/ Karen Zaderej
	Name: Karen Zaderej
	Title: Chief Executive Officer

Anchor POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Karen Zaderej, Peter J. Mariani and Brad Ottinger his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this Registration Statement on Form S‑8 (including, without limitation, any additional registration statement filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S‑8 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Karen Zaderej	Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer)	May 31, 2022
Karen Zaderej
/s/ Peter J. Mariani	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	May 31, 2022
Peter J. Mariani
/s/ Gregory G. Freitag	Director
Gregory G. Freitag		May 31, 2022
/s/ Dr. Mark Gold	Director
Dr. Mark Gold		May 31, 2022
/s/ John H. Johnson	Director
John H. Johnson		May 31, 2022
/s/ Alan M. Levine	Director
Alan M. Levine		May 31, 2022
/s/ Guido J. Neels	Director
Guido J. Neels		May 31, 2022
/s/ Paul G. Thomas	Director
Paul G. Thomas		May 31, 2022
/s/ Amy Wendell	Director
Amy Wendell		May 31, 2022