AxoGen, Inc.

13631 Progress Boulevard

Suite 400

Alachua,  Florida 32615

October 6, 2017

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street,  N.E.

Washington, DC 20549-4561

Attn:

Timothy Buchmiller

 

 

 

 

Re:

AxoGen, Inc. (the “Company”)

 

 

Registration Statement on Form S-3

 

 

File No. 333-220770

 

Dear Mr. Buchmiller:

The Company hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30  p.m. (EST) on October 11, 2017, or as soon as practicable thereafter, pursuant to Rule 461 of the Securities Act of 1933, as amended.

The Company acknowledges that: (i) should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, such declaration does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Fahd Riaz of DLA Piper LLP (US) with any questions or comments at (215)  656-3316.  Thank you for your assistance with this filing.

 

 

 

 

 

 

AXOGEN, INC.

 

 

 

 

 

 

 

By:

/s/ Gregory G. Freitag

 

Name:

Gregory G. Freitag

 

Title:

General Counsel