AxoGen, Inc. Announces Pricing of $18 Million Underwritten Offering and Uplisting to NASDAQ

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Trading to Commence Today on the NASDAQ Capital Market, Symbol “AXGN”

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AxoGen, Inc. (currently NASDAQ: AXGN, formerly OTCQB: AXGN), a leading regenerative medicine company focused on the commercialization of proprietary products and technologies for peripheral nerve reconstruction and regeneration, today announced the pricing of the underwritten offering of 6,000,000 shares of its common stock at a price to the public of $3.00 per share generating gross proceeds of approximately $18 million, excluding the underwriters' over-allotment option and deductions for underwriting discounts and commissions and estimated expenses.

In connection with this offering, AxoGen received approval to list its common stock on the NASDAQ Capital Market under the ticker symbol “AXGN”.

AxoGen will use the net proceeds from the offering to expand product commercialization and marketing efforts for its portfolio of peripheral nerve repair products (Avance® Nerve Graft, AxoGuard® Nerve Connector and AxoGuard® Nerve Protector); to further develop its product pipeline; and for general working capital purposes. This offering is expected to close on August 14, 2013, subject to customary closing conditions.

A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission (SEC). The registration statement may be accessed through the SEC’s website at http://www.sec.gov. JMP Securities LLC is acting as the sole book-running manager in the offering and Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc., is acting as co-manager.

All of the shares of common stock in this offering are to be sold by AxoGen. AxoGen has granted the underwriters a 30-day option to purchase up to an aggregate of 900,000 additional shares of our common stock at the public offering price, less the underwriting discount, to cover over-allotments, if any.

This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer, if at all, will be made only by means of the registration statement and the final prospectus. Copies of the final prospectus relating to this offering may be obtained from JMP Securities LLC, 600 Montgomery Street, 10th Floor, San Francisco, California 94111, Attention: Prospectus Department, (415) 835-8985.

Cautionary Statements Concerning Forward-Looking Statements
This Press Release contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations or predictions of future conditions, events or results based on various assumptions and management’s estimates of trends and economic factors in the markets in which we are active, as well as our business plans. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “projects”, “forecasts”, “continue”, “may”, “should”, “will” variations of such words and similar expressions are intended to identify such forward-looking statements. The forward-looking statements may include, without limitation, statements regarding product commercialization and marketing efforts for its portfolio of peripheral nerve repair products, Avance® Nerve Graft, AxoGuard® Nerve Connector and AxoGuard® Nerve Protector, product development, financial performance, sales growth, product adoption, market awareness of our products, data validation and our ability to maintain the listing of our common stock on a national securities exchange. The forward-looking statements are subject to risks and uncertainties, which may cause results to differ materially from those set forth in the statements. Forward-looking statements in this release should be evaluated together with the many uncertainties that affect AxoGen’s business and its market, particularly those discussed in the risk factors and cautionary statements in AxoGen’s filings with the Securities and Exchange Commission. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from those projected. The forward-looking statements are representative only as of the date they are made, and AxoGen assumes no responsibility to update any forward-looking statements, whether as a result of new information, future events or otherwise.

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Greg Freitag, Chief Financial Officer
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