Axogen, Inc. 8K

Axogen, Inc. agreed to acquire BioCircuit Technologies, Inc. in a $200 million merger via a wholly owned merger subsidiary, with BioCircuit to become a wholly owned subsidiary of Axogen upon closing.

Axogen, Inc. entered into an Agreement and Plan of Merger dated September 9, 2026, under which its wholly owned subsidiary, Omega Merger Sub, Inc., will merge with and into BioCircuit Technologies, Inc., with BioCircuit surviving as a wholly owned subsidiary of Axogen; the boards of all three corporations and stockholders holding sufficient voting power of BioCircuit have approved the transaction and executed a support agreement, key BioCircuit equityholders have appointed Michelle Jarrard as stockholders’ representative, certain sellers have agreed to non‑competition covenants, key employees have executed employment agreements effective at closing, and the merger consideration mechanics, working capital and indebtedness adjustments, governance of the surviving company, and various covenants and conditions to closing are set forth in detail, including a $200 million purchase price and a $1,000,000 holdback for post‑closing matters.

Filing Facts

CIK

805928

Ticker

-

Form

8K

Source Type

sec

Accession

0001628280-26-061393

Alert Tier

8