Organogenesis Holdings Inc-A美股招股说明书(2026-08-06版)

Up to $75,000,000 ClassA Common Stock We have entered into an At-The-Market Sales Agreement (the “sales agreement”) with BTIG, LLC and Citizens JMP Securities, LLC(collectively, the “sales agents” and each individually, a “sales agent”), dated August6, 2026, relating to the sale of shares of our ClassA common stockoffered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the sales agreement, under this prospectussupplement, we may offer and sell shares of our ClassA common stock, $0.0001 par value per share, having an aggregate offering price of up to$75,000,000 from time to time through the sales agents, acting as our sales agents. Our ClassA common stock is listed on the Nasdaq Capital Market under the symbol “ORGO.” On August5,2026, the last reported sale price ofour ClassA common stock on the Nasdaq Capital Market was $2.37per share. Sales of shares of our ClassA common stock, if any, under this prospectus supplement and the accompanying prospectus will be made by anymethod permitted that is deemed to be an “at the market offering” as defined in Rule415(a)(4) promulgated under the Securities Act of 1933, asamended, or the Securities Act. The sales agents are not required to sell any specific number or dollar amount of our ClassA common stock, but eachwill act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms inaccordance with the sales agreement. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. We will pay each sales agent under the terms of the sales agreement a commission up to 3.0% of the aggregate gross proceeds of any shares ofClassA common stock sold under the sales agreement. In connection with the sale of the ClassA common stock on our behalf, each of the sales agentswill be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of each sales agent will be deemed to beunderwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the sales agents with respect to certainliabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See “Plan ofDistribution” beginning onpageS-11 of this prospectus supplementforadditional information regarding the compensation to be paid to the sales agents. Investing in our ClassA common stock involves risks. See “Risk Factors” beginning on pageS-5of this prospectussupplement, page1 of the accompanying prospectus and in the reports we file with the Securities and ExchangeCommission pursuant to the Securities Exchange Act of 1934, as amended, incorporated by reference in this prospectussupplement, before making a decision to invest in our ClassA common stock. The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities, ordetermined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. CitizensCapitalMarkets The date of this prospectus supplement is August6, 2026. Table of Contents Table of Contents PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDILUTIONPLAN OF DISTRIBUTIONWHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCELEGAL MATTERSEXPERTS PROSPECTUS ABOUT THIS PROSPECTUS PROSPECTUS SUMMARYRISK FACTORSWHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCECAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIES DESCRIPTION OF WARRANTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a “shelf” registration statement on Form S-3 that we filed with theU.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information containedin the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. Thesecond part is the accompanying prospectus, which gives more general information, some of which may not apply to this offering. Generally, when werefer to this prospectus, we are referring to both the prospectus supplement and the accompanying prospectus. In this prospectus supplement, aspermitted by law, we “incorporate by reference” information from other documents that we file with the SEC. This means that we can disclose importantinformation to you from those documents which we may file with the SEC from time to time. The information incorporated by reference is consider