Business Context and Reporting Period
Company: Organogenesis Holdings Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 6, 2026
Event: Entry into a Material Definitive Agreement (At-the-Market Sales Agreement).
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a capital raising mechanism.
- Maximum Offering Size: Up to $75,000,000 in aggregate offering price.
- Commission Rate: Up to 3.0% of the gross sales price per share.
- Securities Involved: Class A Common Stock, par value $0.0001 per share (Trading Symbol: ORGO).
Material Changes
On August 6, 2026, the Corporation entered into an At-the-Market Sales Agreement with BTIG, LLC and Citizens JMP Securities, LLC (the "Agents"). This agreement allows the company to offer and sell shares from time to time through the Agents in "at the market offerings" as defined under Rule 415(a)(4) of the Securities Act of 1933. Sales may occur directly on the Nasdaq Capital Market or other existing trading markets.
Guidance, Outlook, and Risks
Management Commentary: The Corporation has no obligation to sell any shares under the Sales Agreement. Sales will be made based on instructions from the Corporation, which may include price, time, or size limits.
Contingencies and Risks:
- The offering is subject to the terms of the Sales Agreement and may terminate upon termination of said agreement.
- The offering is not an offer to sell or solicitation of an offer to buy in any state where such offer would be unlawful prior to registration or qualification.
- The company has provided the Agents with customary indemnification rights.
Investor Verification Checklist
- Verify the current market price of ORGO to assess potential dilution from a $75 million offering.
- Review the full text of the At-the-Market Sales Agreement (Exhibit 1.1) for specific termination clauses and conditions.
- Confirm the status of the underlying shelf registration statement (No. 333-281392) filed on August 8, 2024.
- Monitor future filings for actual sales volumes and proceeds generated under this agreement.