AxoGen Inc 2024年度报告

Form10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024Or ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from____________ to______________ Commission File Number:001-36046 AXOGEN,INC. (Exact name of registrant as specified in its charter) 41-1301878(I.R.S. EmployerIdentification No.) Minnesota(State or other jurisdiction ofincorporation or organization) 13631 Progress Blvd., Suite 400Alachua,FL(Address of principal executive offices)32615(Zip Code)Registrant’s telephone number, including area code:(386)462-6800 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None(Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growthcompany” in Rule12b-2 of the Exchange Act. Accelerated filerxSmaller reporting company☐Emerging growth company☐ Large accelerated filer☐ Table of Content 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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.□ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). Yes☐No☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☒ As of June 30, 2024, the last day of the registrant's most recently completed second quarter, the aggregate market value of the voting and non-votingcommon equity held by non-affiliates of the registrant was approximately $186,789,502based uponthe last reported sale price of the common stock onthe Nasdaq Capital Market. The number of shares outstanding of the Registrant’s common stock as of February19, 2025, was44,343,785shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement to be filed pursuant to Regulation 14A within 120 days after the end of the Registrant’s fiscal yearare incorporated by reference into PartIII of this Form10-K. TABLE OFCONTENTS PARTI Item 1.BusinessItem1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PARTII Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities62Item 6.Reserved63Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations64Item 7A.Quantitative and Qualitative Disclosures About Market Risk72Item 8.Financial Statements and Supplementary Data73Item 9.Changes in and Disagreementswith Accountants on Accounting and Financial Disclosure100Item 9A.Controls and Procedures100Item9B.Other Information101Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections101 PARTIII Item 10.Directors, Executive Officers and Corporate Governance102Item 11.Executive Compensation102I