Current Report · Items 1.01, 7.01, 9.01 · 8-K/A
Axogen, Inc.
AXGNNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Regulation FD Disclosure
Item 1.01. Entry into a Material Definitive Agreement. The information contained in Item 1.01 of the Original Form 8-K is hereby supplemented by the following: The Merger Agreement is filed as Exhibit 2.1 to this Amendment and is incorporated herein by reference. The description of the Merger Agreement contained in Item 1.01 of the Original Form 8-K is qualified in its entirety by reference to the Merger Agreement.…
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
The information contained in Item 1.01 of the Original Form 8-K is hereby supplemented by the following:
The Merger Agreement is filed as Exhibit 2.1 to this Amendment and is incorporated herein by reference. The description of the Merger Agreement contained in Item 1.01 of the Original Form 8-K is qualified in its entirety by reference to the Merger Agreement.
The Merger Agreement has been included to provide investors with information regarding its terms and is not intended to provide any other factual information about the Company or BioCircuit. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specified dates, were solely for the benefit of the parties, may be subject to limitations agreed upon by the parties, including qualification by confidential disclosures made for the purpose of allocating contractual risk rather than establishing matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company, BioCircuit or any of their respective subsidiaries or affiliates. Information concerning the subject matter of those provisions may change after the date of the Merger Agreement, and such subsequent information may or may not be fully reflected in the Company’s public disclosures.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
The Company is furnishing as Exhibit 99.2 to this Amendment a corrected version of the investor presentation previously furnished as Exhibit 99.2 to the Original Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.