At closing, $1.0 million of the estimated merger consideration will be withheld pending determination of the post-closing purchase price adjustment. The transaction is expected to close in the fourth quarter of 2026, subject to satisfaction of customary closing conditions, including completion of the spin-out of BioCircuit’s electronics research and development business.

NerveTape™ allows surgeons to precisely align, connect and protect transected nerves independent of microsutures, representing a simpler, faster, more effective alternative to micro-suturing in nerve repair. By reducing dependency on microsurgical skills, NerveTape™ enables expansion and adoption of nerve repair to a broader range of surgeons and care settings. Combined with Axogen’s direct sales force, existing surgeon relationships and hospital contracting infrastructure, the acquisition is expected to accelerate adoption and drive deeper market penetration within Axogen’s current focus markets.

The acquisition adds a foundational technology platform and capabilities that complement Axogen’s existing portfolio and may support future product development and expansion into new indications. We believe NerveTape™ represents a superior benefit versus risk value proposition as compared to existing alternatives which meets Axogen’s internal criteria for innovation. NerveTape™ has been adopted by surgeons across multiple nerve repair settings, and clinical experience to date confirms its performance and safety profile.

Axogen expects the acquisition to be accretive to revenue growth, adjusted EBITDA margin and adjusted earnings per share in the first year following close, while maintaining positive free cash flow.

"This acquisition advances our mission to restore health and improve quality of life by making restoration of peripheral nerve function an expected standard of care," said Michael Dale, President and Chief Executive Officer of Axogen. "NerveTape’s sutureless approach makes high-quality nerve repair simpler and more accessible for surgeons, and we believe it meaningfully advances our innovation agenda by adding a differentiated technology to simplify one of the most challenging aspects of nerve surgery."

"BioCircuit has developed a highly differentiated technology that complements our existing portfolio and expands our ability to serve surgeons across the continuum of nerve repair," said Lindsey Hartley, Chief Financial Officer of Axogen. "We believe this transaction represents disciplined capital allocation and adds an attractive growth asset that is expected to be accretive to revenue growth, adjusted EBITDA margin and adjusted earnings per share in the first year following close, while maintaining our focus on cash generation."

"The combination of our two companies could not be a better outcome for patients and surgeons. Axogen’s vision to make restoration of peripheral nerve care, standard of care and our commitment to make nerve repair simpler, faster, and more effective represents the best possible outcome for all stakeholders." said Michelle Jarrard, Chief Executive Officer of BioCircuit. "Axogen’s commercial reach, reimbursement expertise and surgeon relationships create an ideal platform to expand the impact of NerveTape and bring this technology to more patients."

For more information on this transaction, please refer to the investor presentation filed as an exhibit to the Company’s Current Report on Form 8-K filed today with the U.S. Securities and Exchange Commission (SEC).

Financing

The Company anticipates funding the purchase price with the net proceeds from the public offering of its common stock announced today.

Approvals and Timing

The transaction has been approved by the Board of Directors of Axogen and BioCircuit.

The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including completion of the spin-out of BioCircuit’s electronics business.

Guidance

Axogen will provide updated full-year 2026 guidance, including the impact of BioCircuit, following the closing of the transaction. Assuming a close of the transaction in 2026, Axogen anticipates the acquisition to be additive to 2027 revenue, with accretion to gross margin and adjusted EBITDA margin. Full-year 2027 guidance will be provided in the first quarter of 2027.

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