AxoGen (AXGN) investor relations material

Deal rationale and strategic fit

• Acquisition adds NerveTape, the first FDA-approved sutureless nerve repair device, simplifying nerve repair and expanding the addressable market for nerve care.

• NerveTape enables broader adoption by surgeons, reducing reliance on specialized microsurgical skills and expanding access to non-specialist surgeons.

• The deal aligns with the mission to make peripheral nerve restoration a standard of care, reinforcing strategic objectives and supporting future product development.

• Combined commercial infrastructure and surgeon relationships are expected to accelerate adoption and market penetration.

• Establishes a foundational technology platform for future innovation and indication expansion.

Financial terms and conditions

• Total purchase price is $200 million in cash, subject to customary adjustments for cash, indebtedness, transaction expenses, and net working capital.

• $1 million of the merger consideration will be withheld pending post-closing purchase price adjustment.

• The transaction will be funded through a public equity offering, with substantially all net proceeds used for the cash consideration and related expenses.

• BioCircuit Technologies has $24 million run-rate revenue (Q2 2026 annualized) and $11 million in 2025.

• Acquirer remains free cash flow positive post-acquisition.

Synergies and expected cost savings

• Integration leverages the acquirer's direct sales force, surgeon relationships, and hospital contracting to accelerate NerveTape adoption.

• Minimal integration risk and no meaningful commercial disruption anticipated.

• Significant overlap in customer base, with plans to expand NerveTape access from 400 to over 2,000 accounts.

• The majority of BioCircuit's team, especially engineering and technical support, will join the acquirer.

• The acquisition is expected to be accretive to revenue growth, adjusted EBITDA margin, and adjusted EPS in the first year post-closing.