Axogen Files For Mixed Shelf Offering; Size Not Disclosed

Common Stock

Preferred Stock

Debt Securities

Warrants

We may, from time to time, offer and sell any combination of the securities identified above in one or more offerings, in one or

more classes or series, separately or together, and in amounts, at prices and on terms that we will determine at the time of the offering.

This prospectus provides you with a general description of the securities. We may also offer common stock or preferred stock on

conversion of debt securities, common stock on conversion of preferred stock, or common stock, preferred stock, or debt securities on

exercise of warrants.

Each time we offer and sell securities pursuant to this prospectus, we will provide a supplement to this prospectus that contains

specific information about the offering and the amounts, prices and terms of the securities. We may also authorize one or more free

writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing

prospectus may also add, update or change information contained in this prospectus with respect to that offering. You should carefully

read this prospectus, any accompanying prospectus supplement and any related free writing prospectus, together with the documents

we incorporate by reference, before you invest in any of the securities being offered.

The common stock, preferred stock, debt securities and warrants may be offered in amounts, at prices and on terms determined at

the time of the offering, on a delayed or continuous basis directly by us, through agents, underwriters or dealers as designated from

time to time, through a combination of these methods or any other method as provided in the applicable prospectus supplement. See

the section of this prospectus entitled "Plan of Distribution" for more information. If any agents, underwriters, or dealers are involved

in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or

among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. The

prospectus supplement will also disclose the total amount of money that we will receive from selling the securities being offered, after

the expenses of the offering. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement

describing the method and terms of the offering of such securities.