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As filed with the United States Securities and Exchange Commission on August 29,November 2, 2018

Registration No. [    ·    ]333-227090

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2
to

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Avista Healthcare Public Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)

65 East 55th Street
18th Floor
New York, New York 10022
(212) 593-6900
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Ben Silbert
General Counsel and Secretary
Avista Healthcare Public Acquisition Corp.
65 East 55th Street
18th Floor
New York, NY 10022
Telephone: (212) 593-6900
Facsimile: (212) 593-6901
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement is declared effective and all other conditions to the business combination
described in the enclosed Consent Solicitation/Joint Proxy Statement/Prospectus have been satisfied or waived.

             If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:    o

             If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:    o

             If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:    o

             Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

             If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    o

             If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

CALCULATION OF REGISTRATION FEE

(1)

Prior to the consummation of the merger described in the consent solicitation/joint proxy statement/prospectus forming part of this registration statement (the "consent solicitation/"joint proxy statement/prospectus"), Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company ("AHPAC"), intends to effect a deregistration under the Cayman Islands Companies Law (2016(2018 Revision) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which AHPAC's jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the "domestication"). All securities being registered will be issued by Avista Healthcare Public Acquisition Corp. (after its domestication as a corporation incorporated in the State of Delaware), the continuing entity following the domestication (which will be renamed Organogenesis Holdings Inc. is referred to herein upon the domestication and such change of name, as "ORGO").

(2)

Represents the number of shares of ORGO Class A common stock that will be issued pursuant to the domestication on a one-for-one basis in exchange for outstanding AHPAC Class A ordinary shares.

(3)

Estimated solely for the purpose of calculating the registration fee.

(4)

Represents the number of shares of ORGO Class A common stock that will be issued pursuant to the merger on a 2.03-for-one basis in exchange for outstanding Organogenesis common stock plus the number of shares of ORGO Class A common stock issuable pursuant to warrants and options to purchase shares of ORGO Class A common stock that will be issued pursuant to the merger in respect of outstanding warrants and outstanding options to purchase Organogenesis common stock.

(5)(3)

Estimated solely for the purpose of calculating the registration fee.

(4)

Represents the number of warrants to acquire shares of ORGO Class A common stock that will be issued pursuant to the domestication on a one-for-one basis in exchange for the outstanding warrants to acquire AHPAC Class A ordinary shares.

(6)(5)

Pursuant to Rule 457(g), no registration fee is payable.

(6)

An amount of $141,279.97 was previously paid on August 29, 2018.

             The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

*

The Registrant intends, subject to shareholder approval, to effect a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which the Registrant's state of incorporation shall be Delaware.

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The information in this preliminary consent solicitation/joint proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described herein until the registration statement filed with the United States Securities and Exchange Commission is declared effective. This preliminary consent solicitation/joint proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY CONSENT SOLICITATION/JOINT PROXY STATEMENT/PROSPECTUS—SUBJECT TO
COMPLETION, DATED AUGUST 29,NOVEMBER 2, 2018

CONSENT SOLICITATION/JOINT PROXY STATEMENT/PROSPECTUS FOR EXTRAORDINARY GENERAL MEETING OF AVISTA HEALTHCARE PUBLIC ACQUISITION CORP. AND SPECIAL MEETING OF ORGANOGENESIS INC.

PROSPECTUS FOR

82,477,891 SHARES OF CLASS A COMMON STOCK AND 31,000,000 WARRANTS TO PURCHASE ONE-HALF OF ONE SHARE OF CLASS A COMMON STOCK

         The board of directors (the "AHPAC Board") of Avista Healthcare Public Acquisition Corp., (the "AHPAC Board"), a Cayman Islands exempted corporationcompany ("AHPAC"), has unanimously approved the domestication of AHPAC as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law and the Cayman Islands Companies Law (2018 Revision) (the "domestication"), the merger of a subsidiary of AHPAC ("Merger Sub") with and into Organogenesis Inc., a Delaware corporation ("Organogenesis"), with Organogenesis surviving the merger as a wholly owned direct subsidiary of AHPAC (the "merger") and the other transactions contemplated by the Agreement and Plan of Merger, dated as of August 17, 2018, (the "Merger Agreement") by and among AHPAC, Merger Sub and Organogenesis, a copy of which is attached to this consent solicitation/joint proxy statement/prospectus asAnnex A. The board of directors of Organogenesis has unanimously approved the merger and the transactions contemplated by the Merger Agreement. After the domestication, AHPAC will change its name to "Organogenesis Holdings Inc." We refer to AHPAC following the effectiveness of the domestication as "ORGO".

         Upon effectiveness of the domestication and the merger, ORGO's issued and outstanding share capital will consist of: (i)(A) 74,307,921 shares of Class A common stock, par value $0.0001 per share ("ORGO Class A common stock") issued (A) in exchange for outstanding Class A ordinary shares, par value $0.0001 per share, of AHPAC ("AHPAC Class A ordinary shares") in the domestication, (B) in exchange for outstanding shares of common stock, par value $0.001 per share, of Organogenesis ("Organogenesis common stock") in the merger (C)at an exchange ratio of 2.03 shares of ORGO Class A common stock for each share of Organogenesis common stock, (B) 5,812,500 shares of Class B common stock, par value $0.0001 per share ("ORGO Class B common stock"), which shares shall convert into shares of ORGO Class A common stock in connectionaccordance with the purchase and saleterms of ORGO's charter, the form of which is attached to this joint proxy statement/prospectus asAnnex M, (C) 9,022,741 shares of ORGO'sORGO Class A common stock and 4,100,000 warrants to purchase one-half of one share of ORGO Class A common stock for an aggregate purchase price of $46 million(the "PIPE warrants") issued immediately following the domestication through a private placement offered to a limited number of accredited investors (as defined by Rule 501 of Regulation D) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "equity financing") pursuant to the Subscription Agreement, dated as of August 17, 2018, by and among Avista Capital Partners IV, L.P., a Delaware limited partnership and Avista Capital Partners IV (Offshore), L.P., a limited partnership organized under the laws of Bermuda (the "PIPE Investors") and, (D) 6,502,679 shares of ORGO Class A common stock issued in connection with the conversion of a portion of the outstanding obligations of Organogenesis owed to creditors who are insiders of Organogenesis into ORGO Class A common stock, (ii)(E) 31,000,000 warrants to purchase one-half of one share of ORGO Class A common stock ("ORGO public warrants") issued in the domestication in exchange for 31,000,000 outstanding warrants to purchase one-half of one share of AHPAC Class A ordinary shares, (iii)(F) warrants to purchase one-halfan aggregate of one share of ORGO Class A common stock (the "PIPE Warrants") issued in the equity financing and (iv) warrants to purchase1,561,483 shares of ORGO Class A common stock issued in exchange for warrants to purchase shares of Organogenesis common stock in the merger and (G) options to purchase an aggregate of 6,528,881 shares of ORGO Class A common stock issued in exchange for options to purchase shares of Organogenesis common stock in the merger.

         The AHPAC units (consisting of one AHPAC Class A ordinary share and one warrant to purchase one-half of one AHPAC Class A ordinary share), AHPAC Class A ordinary shares and warrants to purchase AHPAC Class A ordinary shares are currently listed on the NASDAQ Capital Market ("NASDAQ") under the symbols "AHPAU", "AHPA" and "AHPAW", respectively. AHPAC has applied to continue the listing of ORGO Class A common stock and ORGO public warrants, to be effective upon the consummation of the business combination, on NASDAQ under the proposed symbols "ORGO" and "ORGOW", respectively.

         As of October 31, 2018, all of AHPAC's outstanding Class A ordinary shares (the "public shares") were redeemed as required by AHPAC's memorandum and articles. On November 2, 2018, as a result of the redemption of the public shares, NASDAQ issued a delisting notice in respect of the AHPAC units, AHPAC Class A ordinary shares and AHPAC warrants to purchase Class A ordinary shares to AHPAC. AHPAC has until November 9, 2018 to submit an appeal of this decision, which it plans to do in a timely manner.

         As described in this joint proxy statement/prospectus, (i) AHPAC's shareholders are being asked to consider and vote upon (among other things) the proposed business combination with Organogenesis, and (ii) Organogenesis' stockholders are being asked to consider and vote upon the proposed business combination with AHPAC.

         Proposals to approve the merger agreement and other matters discussed in this joint proxy statement/prospectus will be presented at the extraordinary general meeting of the shareholders of AHPAC (the "general meeting") scheduled to be held on [    ·    ], 2018.

         Proposals to approve the merger agreement or adjourn as discussed in this joint proxy statement/prospectus will be presented at the special meeting of the stockholders of Organogenesis (the "special meeting") scheduled to be held on [    ·    ], 2018.

This consent solicitation/joint proxy statement/prospectus provides youthe shareholders of AHPAC with detailed information about the mergerbusiness combination and other matters to be considered at the extraordinary general meeting. This joint proxy statement/prospectus provides stockholders of Organogenesis with detailed information about the business combination and other matters to be considered at the special meeting. We encourage you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in "Risk Factors" beginning on page[    ·    ] [38] of this consent solicitation/joint proxy statement/prospectus.

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in this consent solicitation/joint proxy statement/prospectus, passed upon the fairness of the Merger Agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of this consent solicitation/joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

         This consent solicitation/joint proxy statement/prospectus is dated [    ·    ], 2018, and is first being mailed to AHPAC's shareholders and Organogenesis' stockholders on or about [    ·    ], 2018.

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PRELIMINARY CONSENT SOLICITATION/JOINT PROXY STATEMENT/PROSPECTUS—SUBJECT TO
COMPLETION, DATED AUGUST 29,NOVEMBER 2, 2018

        AVISTA HEALTHCARE PUBLIC ACQUISITION CORP.
A Cayman Islands Exempted Company
(Company Number 306402)
65 East 55th Street
18th Floor
New York, NY 10022

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON [    ·    ], 2018

TO THE SHAREHOLDERS OF AVISTA HEALTHCARE PUBLIC ACQUISITION CORP.:

        NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company ("AHPAC"), will be held on [    ·    ], 2018 at [    ·    ] Eastern Time at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153 (the "general meeting"). You are cordially invited to attend the general meeting to conduct the following items of business:

1.

Proposal No. 1—The Business Combination Proposal—To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated August 17, 2018, (as it may be amended from time to time, the "Merger Agreement"), by and among AHPAC, Avista Healthcare Merger Sub, Inc., AHPAC's direct wholly owned subsidiary ("Merger Sub") and Organogenesis Inc., a Delaware corporation ("Organogenesis"), a copy of which is attached to the accompanying consent solicitation/joint proxy statement/prospectus asAnnex A, and the transactions contemplated thereby, including the merger of Merger Sub with and into Organogenesis, with Organogenesis surviving the merger (the "merger"), which we refer to as the "Business Combination Proposal";



2.

Proposal No. 2—The Domestication Proposal—To consider and vote upon a proposal to approve by special resolution, assuming the Business Combination Proposal is approved and adopted, the change of AHPAC's jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "domestication," and together with the merger, the "business combination"), which we refer to as the "Domestication Proposal";

The Charter Proposals—To consider and vote upon eight separate proposals to approve by special resolution, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the following material differences between AHPAC's existing amended and restated memorandum and articles of association and the proposed new certificate of incorporation and bylaws of AHPAC (which will be renamed "Organogenesis Holdings Inc." after consummation of the domestication and which is referred to herein as "ORGO" following the domestication) the "proposed certificate" and the "proposed bylaws", respectively.

3.

Proposal No. 3—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize that directors may only be removed for cause;



4.

Proposal No. 4—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize that only the Board of Directors of ORGO, a chairperson of the board of directors or chief executive officer may call a meeting of stockholders;



5.

Proposal No. 5—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize removal of the ability of stockholders to take action by written consent in lieu of a meeting;

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6.

Proposal No. 6—To consider and vote upon an amendment to AHPAC's existing organizational documents to require the affirmative vote of holders of a majority of the voting power of ORGO's then issued and outstanding shares of stock entitled to vote thereon to amend the proposed certificate;



7.

Proposal No. 7—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation;



8.

Proposal No. 8—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize ORGO to permit the sponsor and the PIPE Investors and their respective affiliates (the "ORGO Sponsors") to engage in competitive businesses and renounce certain corporate opportunities offered to the ORGO Sponsors or any of their managers, officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than ORGO and its subsidiaries) that are not expressly offered to them in their capacities as directors or officers of ORGO;



9.

Proposal No. 9—To consider and vote upon an amendment to AHPAC's existing organizational documents to approve the authorized number of shares of ORGO common stock contained in the proposed certificate; and



10.

Proposal No. 10—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize other changes to the organizational documents resulting from the domestication and business combination, including changing the post-business combination corporate name from "Avista Healthcare Public Acquisition Corp." to "Organogenesis Holdings Inc." and removing certain provisions relating to our status as a blank-check company that will no longer apply upon consummation of the business combination.

Proposals No. 3-10 are collectively referred to as the "Charter Proposals";

11.

Proposal No. 1111—The Cayman Charter Amendment Proposal—To consider and vote upon amendments to AHPAC's existing organizational documents to eliminate the limited period of time that AHPAC had to consummate the business combination, to eliminate any requirement to take certain actions as a result of the failure to complete a business combination in such limited period of time, and to ratify the actions of AHPAC and its directors in connection therewith;



12.

Proposal No. 12—The Director Election Proposal—To consider and vote upon a proposal to elect eight directors to serve on the board of directors of ORGO (the "ORGO Board") until the 2019 annual meeting of shareholders, or until their respective successors are duly elected and qualified, which we refer to as the "Director Election Proposal";



12.13.

Proposal No. 12—13—The Management Incentive Plan Proposal—To consider and vote on a proposal to approve and adopt, assuming the Charter Proposals, the Domestication Proposal and the Business Combination Proposal are all approved and adopted, the Organogenesis 2018 Equity and Incentive Plan (the "2018 Equity Incentive Plan") and the material terms thereunder, which we refer to as the "Management Incentive Plan Proposal". A copy of the 2018 Equity Incentive Plan is attached to the accompanying consent solicitation/joint proxy statement/prospectus asAnnex J;



13.14.

Proposal No. 1314—The NASDAQ Proposal—To consider and vote upon a proposal to approve, assuming the Charter Proposals, the Domestication Proposal and the Business Combination Proposal are all approved and adopted, for purposes of complying with applicable provisions of NASDAQ Listing Rule 5635, the issuance of more than 20% of AHPAC's issued and outstanding ordinary shares (or issued and outstanding common stock following the domestication) to the stockholders of Organogenesis (the "Organogenesis Stockholders") in connection with the business combination and to participants in the equity financing (as

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described herein) and the exchange (as described herein) and the related change of control, which we refer to as the "NASDAQ Proposal"; and



14.15.

Proposal No. 1415—Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise

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in connection with, the approval of one or more proposals to be submitted for shareholder approval at the general meeting, which we refer to as the "Adjournment Proposal."

        The above matters are more fully described in the accompanying consent solicitation/joint proxy statement/prospectus, which also includes asAnnex A a copy of the Merger Agreement.We urge you to read carefully the accompanying consent solicitation/joint proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements of AHPAC and Organogenesis.

        The record date for the general meeting is [    ·    ], 2018. Only shareholders of record at the close of business on that date may vote at the general meeting or any adjournment thereof.

        We are providing the accompanying consent solicitation/joint proxy statement/prospectus and accompanying proxy card to AHPAC's shareholders in connection with the solicitation of proxies to be voted at the general meeting and at any adjournments of the general meeting. Information about the general meeting, the business combination and other related business to be considered by AHPAC's shareholders at the general meeting is included in this consent solicitation/joint proxy statement/prospectus.Whether or not you plan to attend the general meeting, we urge all of AHPAC's shareholders to read the accompanying consent solicitation/joint proxy statement/prospectus, including the Annexes and the accompanying financial statements of AHPAC and Organogenesis, carefully and in their entirety.

        IN PARTICULAR, WE URGE YOU TO READ CAREFULLY THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE[    ·    ] OF THE ACCOMPANYING CONSENT SOLICITATION/JOINT PROXY STATEMENT/PROSPECTUS.

        After careful consideration, the AHPAC Board has unanimously approved the business combination and unanimously recommends that shareholders vote "FOR" adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the business combination, and "FOR" all other proposals presented to AHPAC's shareholders in the accompanying consent solicitation/joint proxy statement/prospectus. When you consider the AHPAC Board's recommendation of these proposals, you should keep in mind that AHPAC's directors and officers have interests in the business combination that may conflict with your interests as a shareholder. Please see the section entitled "The Business Combination—Interests of Certain Persons in the Business Combination" for additional information.

        On the effective date of the domestication, each currently issued and outstanding Class A ordinary share, par value $0.0001 per share, of AHPAC, which we refer to as "AHPAC Class A ordinary shares", will be exchanged, on a one-for-one basis, into a share of Class A common stock, par value $0.0001 per share, of ORGO, which we refer to as "ORGO Class A common stock". Similarly, each currently issued and outstanding Class B ordinary share, par value $0.0001 per share, of AHPAC, which we refer to as "AHPAC Class B ordinary shares", will be exchanged, on a one-for-one basis, into a share of Class B common stock, par value $0.0001 per share, of ORGO, which we refer to as "ORGO Class B common stock". In addition, all outstanding warrants to acquire AHPAC Class A ordinary shares will be exchanged for warrants to acquire a corresponding number of shares of ORGO Class A common stock on the same terms as in effect immediately prior to the effective time of the domestication. No other changes will be made to the terms of any outstanding warrants to acquire AHPAC Class A ordinary shares as a result of the domestication. See the section entitled "Proposal No. 2—The Domestication Proposal."

        As a result of the business combination, AHPAC will acquire Organogenesis. Subject to the terms of the Merger Agreement, Organogenesis Stockholders immediately prior to the effective time of the merger will be entitled to receive 2.03 fully paid and non-assessable shares of ORGO Class A common stock for each share of Organogenesis common stock held by them. In addition, each warrant to acquire shares of Organogenesis common stock (the "Organogenesis warrants") outstanding and unexercised immediately prior to the effective time (other than Organogenesis warrants that expire or are deemed automatically net exercised immediately prior to the effective time according to their terms as of the date of the Merger Agreement as a result of the transactions contemplated by the Merger Agreement) shall be cancelled, retired and terminated and cease to represent a right to acquire shares

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of Organogenesis common stock, and each holder thereof shall instead have the right to receive from ORGO a new warrant for shares of ORGO Class A common stock. Subject to the terms and conditions of the Merger Agreement, each option to purchase shares of Organogenesis common stock ("Organogenesis option") outstanding and unexercised immediately prior to the effective time shall be assumed by ORGO and automatically converted into an option to purchase shares of ORGO Class A common stock. See the section titled "The Business Combination—Consideration to Organogenesis Stockholders in the Business Combination" beginning on page [    ·    ] for further details. A copy of the Merger Agreement is attached to the accompanying consent solicitation/joint proxy statement/prospectus asAnnex A.

        In connection with AHPAC's initial public offering (the "IPO"), the initial shareholders agreed to vote all AHPAC Class B ordinary shares and any AHPAC Class A ordinary shares purchased during or after the IPO in favor of the business combination. Currently, the initial shareholders own approximately 15.8%100% of AHPAC's issued and outstanding ordinary shares, including all of the AHPAC Class B ordinary shares.

        AHPAC has entered into a subscription agreement with Avista Capital Partners IV, L.P. and Avista Capital Partners IV (Offshore), L.P. (the "PIPE Investors") for the purchase and sale of 9,022,741 shares of ORGO's Class A common stock and 4,100,000 warrants to purchase one-half of one share of ORGO Class A common stock for an aggregate purchase price of $46 million immediately following the domestication through a private placement offered to a limited number of accredited investors (as defined by Rule 501 of Regulation D) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "equity financing"). The purpose of the equity financing is to fund the business combination and related transactions and for general corporate purposes. On August 17, 2018, the PIPE Investors purchased 3,221,050 shares of Organogenesis common stock through a private placement as a result of which the PIPE Investors are, in the aggregate, holders of 8.8% of Organogenesis' outstanding common stock (the "subscription"). Concurrently with the signing of the Merger Agreement, the Insider Lenders executed and delivered to AHPAC the Exchange Agreement relating to outstanding obligations of Organogenesis owed to creditors who are insiders of Organogenesis (the "Organogenesis Insider Debt") whereby such creditors and AHPAC agreed that, concurrently with the consummation of the business combination, a portion of the Organogenesis Insider Debt will be converted into ORGO Class A common stock, and AHPAC will make a cash payment to such creditors in satisfaction of the remaining portion of the Organogenesis Insider Debt, including the accrued and unpaid interest and any fees with respect to the Organogenesis Insider Debt (the "exchange"). Following the consummation of the transactions contemplated by the Exchange Agreement, the Organogenesis Insider Debt will be deemed fully paid and satisfied in full and will be discharged and terminated.

        At the closing of the business combination, ORGO, the sponsor, certain current directors of AHPAC, certain Organogenesis Stockholders, the Insider Lenders and the PIPE Investors that receive ORGO Class A common stock in the merger, the exchange or the equity financing (such directors and Organogenesis Stockholders, Insider Lenders, PIPE Investors and the sponsor, collectively the "restricted stockholders") will enter into an Amended and Restated Registration Rights Agreement substantially in the form attached to the accompanying consent solicitation/joint proxy statement/prospectus as Annex E, in respect of the shares of ORGO Class A common stock issued to the restricted stockholders in connection with the business combination, providing for, among other things, customary registration rights, including demand and piggy-back rights, subject to cut-back provisions. See the section titled "The Merger Agreement—Related Agreements—Amended and Restated Registration Rights Agreement" in the accompanying consent solicitation/joint proxy statement/prospectus for more information.

        Pursuant to AHPAC's existing amended and restated memorandum and articles of association, a holderAHPAC was obligated to redeem all of AHPAC's public shares ("public shares") may request that AHPAC redeem all or a portion of such shareholder's public shares (which will become shares of ORGO common stock in the domestication) for cash if the business combination is consummated. For the purposeswas not consummated prior to October 14, 2018. AHPAC did not consummate a business combination prior to October 14, 2018, and as of Article 49.3October 31, 2018, all of AHPAC's amended and restated memorandum and articles of association and the Cayman Islands Companies Law (2018 Revision), the exercise of redemption rights shall be treated as an election to

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have suchoutstanding public shares repurchased for cash and references in the accompanying consent solicitation/proxy statement/prospectus shall be interpreted accordingly. You will be entitled to receive cash for any public shares to be redeemed only if you:

(i)

(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;



(ii)

prior to 5:00 p.m., Eastern Time on [    ·    ], 2018, submit a written request to Continental Stock Transfer & Trust Company, AHPAC's transfer agent (the "transfer agent"), that AHPAC redeem your public shares for cash; and



(iii)

deliver your public shares to the transfer agent, physically or electronically through Depository Trust Company ("DTC").

        Holders of AHPAC units must elect to separate the underlying public shares and warrants ("public warrants") prior to exercising redemption rights with respect to the public shares. If holders hold their AHPAC units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the AHPAC units into the underlying public shares and public warrants, or if a holder holds AHPAC units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so.Public shareholders may elect to redeem their public shares even if they vote "for" the Business Combination Proposal. If the business combination is not consummated, the public shares will not be redeemed for cash. If a public shareholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, AHPAC will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the IPO (the "trust account"), calculated as of two business days prior to the consummation of the business combination, including interest, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of [    ·    ], 2018, this would have amounted to approximately $[    ·    ] per public share. If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. See the section entitled "Special Meeting of AHPAC Shareholders—Redemption Rights" in the accompanying consent solicitation/proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

        Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a "group" (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

        In no event will AHPAC redeem public shares in an amount that would cause its net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001. Holders of public warrants do not have redemption rights in connection with the business combination.were redeemed.

        The initial shareholders have agreed to waive their redemption rights with respect to AHPAC Class B ordinary shares, and with respect to any public shares they may holdhave held in connection with the

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consummation of the business combination. The AHPAC Class B ordinary shares will bewere excluded from the pro rata calculation used to determine the per-share redemption price.price at the time of the redemptions.

        The initial shareholders also have agreed to waive any adjustment to the ratio in which the AHPAC Class B ordinary shares will automatically convert into a number of shares of ORGO Class A common stock on the business day following the consummation of the business combination. As a result, each share of ORGO Class B common stock will automatically convert into one share of ORGO Class A common stock on the business day following the consummation of the business combination.

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        The approval of each of the Domestication Proposal and the Charter Proposals requires the affirmative vote of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. The Business Combination Proposal requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. The approval of each of the Director Election Proposal, the Management Incentive Plan Proposal, the NASDAQ Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. The approval of the Cayman Charter Amendment Proposal requires the affirmative vote of holders of one hundred percent (100%) of the ordinary shares entitled to vote thereon at the general meeting.

        Your vote is very important.    Whether or not you plan to attend the general meeting, please vote as soon as possible by following the instructions in this consent solicitation/joint proxy statement/prospectus to make sure that your shares are represented at the general meeting. If you hold your shares in "street name" through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Management Incentive Plan Proposal and the Charter Proposals are approved at the general meeting. Each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposals, the Management Incentive Plan Proposal and the NASDAQ Proposal are cross-conditioned on the approval of each other. Each other proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the Charter Proposals and the NASDAQ Proposal, other than the Adjournment Proposal and the Cayman Charter Amendment Proposal, which isare not conditioned on the approval of any other proposal set forth in this consent solicitation/joint proxy statement/prospectus.

        If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the general meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the general meeting. If you are a shareholder of record and you attend the general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

        Your attention is directed to the consent solicitation/joint proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed business combination and related transactions and each of the proposals. We encourage you to read the accompanying consent solicitation/joint proxy statement/prospectus carefully. If you have any questions or need assistance voting your ordinary shares, please contact MacKenzie Partners, AHPAC's proxy solicitor, by calling 1-800-322-2885 (toll free), or 1-212-929-5500 (call collect), or by emailing proxy@mackenziepartners.com.

        Thank you for your participation. We look forward to your continued support.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO AHPAC'S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY'S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

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ORGANOGENESIS INC.

A Delaware Corporation
85 Dan Road
Canton, MA 02021

NOTICE OF SPECIAL MEETING
TO BE HELD ON [    ·    ], 2018

TO THE STOCKHOLDERS OF ORGANOGENSIS INC.:

        NOTICE IS HEREBY GIVEN that a special meeting of the stockholders (the "special meeting") of Organogenesis Inc. ("Organogenesis"), will be held on [    ·    ], 2018 at [    ·    ] Eastern Time at [    ·    ]. You are cordially invited to attend the special meeting to conduct the following items of business:

1.

Proposal No. 1—The Organogenesis Business Combination Proposal—To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated August 17, 2018, (as it may be amended from time to time, the "Merger Agreement"), by and among Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company ("AHPAC"), Avista Healthcare Merger Sub, Inc., AHPAC's direct wholly owned subsidiary ("Merger Sub") and Organogenesis, a copy of which is attached to the accompanying joint proxy statement/prospectus asAnnex A, and the transactions contemplated thereby, including the merger of Merger Sub with and into Organogenesis, with Organogenesis surviving the merger (the "merger"), which we refer to as the "Organogenesis Business Combination Proposal"; and



2.

Proposal No. 2—Organogenesis Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Organogenesis Business Combination Proposal to be submitted for stockholder approval at the special meeting, which we refer to as the "Organogenesis Adjournment Proposal."

        The above matters are more fully described in the accompanying joint proxy statement/prospectus, which also includes asAnnex A a copy of the Merger Agreement.We urge you to read carefully the accompanying joint proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements of AHPAC and Organogenesis.

        The record date for the special meeting is [    ·    ], 2018 (the "Organogenesis record date"). Only stockholders of record at the close of business on that date may vote at the special meeting or any adjournment thereof.

        We are providing the accompanying joint proxy statement/prospectus and accompanying proxy card to Organogenesis' stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments of the special meeting. Information about the special meeting, the business combination and other related business to be considered by Organogenesis' stockholders at the special meeting is included in this joint proxy statement/prospectus.Whether or not you plan to attend the special meeting, we urge all of Organogenesis' stockholders to read the accompanying joint proxy statement/prospectus, including the Annexes and the accompanying financial statements of AHPAC and Organogenesis, carefully and in their entirety.

IN PARTICULAR, WE URGE YOU TO READ CAREFULLY THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE[    ·    ] OF THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.

After careful consideration, the Organogenesis Board has unanimously approved the business combination and unanimously recommends that shareholders vote "FOR" adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the business combination. When you consider the Organogenesis Board's recommendation of these proposals, you should keep in mind that Organogenesis' directors and officers have interests in the business combination that may

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conflict with your interests as a stockholder. Please see the section entitled "Organogenesis Special Meeting—Recommendation to Organogenesis' Stockholders" for additional information.

  ��     In connection with the business combination, Organogenesis stockholders representing a sufficient number of shares of Organogenesis' outstanding common stock necessary to approve the Organogenesis Business Combination Approval have entered into the Company Support Agreement with AHPAC, pursuant to which such holders have agreed, among other things, to vote in favor of the adoption of the Merger Agreement and the Business Combination, subject to the terms of such Company Support Agreement.

Your vote is very important.Whether or not you plan to attend the special meeting, please vote as soon as possible by following the instructions in this joint proxy statement/prospectus to make sure that your shares are represented at the special meeting. You may submit a proxy for your shares by completing, signing and dating the enclosed proxy card and returning it as promptly as possible in the enclosed postage-prepaid envelope.

        You may revoke your proxy in the manner described in the accompanying joint proxy statement/prospectus at any time before it has been voted at the special meeting. If you attend the special meeting, you may vote your shares in person even if you have previously submitted a proxy.

        You are entitled to appraisal rights in connection with the business combination in accordance with Delaware law. See the discussion under "Appraisal Rights" of the accompanying joint proxy statement/prospectus for more information.

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FREQUENTLY USED TERMS

        In this consent solicitation/joint proxy statement/prospectus:

        "AHPAC," "we," "us," "company," or "our company" means Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company, except in the sections entitled "Information About Organogenesis," "Organogenesis Management's Discussion and Analysis of Financial Condition and Results of Operations," "Risks Related to Regulation of Our Products and Other Government Regulations," "Risks Related to Reimbursement for our Products," "Risks Related to Our Intellectual Property," "Risks Related to Our Indebtedness," and "Non-GAAP Financial Measures," where, in each case, "we," "us," "company," or "our company" means Organogenesis (as defined below); the term "ORGO" refers to AHPAC as it will continue to exist under the DGCL following effectiveness of the domestication.

        "AHPAC Board" means the board of directors of AHPAC.

        "AHPAC Class A ordinary share" means the Class A ordinary shares, par value $0.0001 per share, of AHPAC.

        "AHPAC Class B ordinary share" means the Class B ordinary shares, par value $0.0001 per share, of AHPAC.

        "AHPAC ordinary shares" means AHPAC Class A ordinary shares and AHPAC Class B ordinary shares.

        "Alternative Transaction" means any sale of any material assets of Organogenesis or its subsidiaries or any of the outstanding equity interests in Organogenesis or its subsidiaries, or any conversion, consolidation, liquidation, dissolution or similar transaction involving Organogenesis or its subsidiaries, other than with AHPAC and its Representatives.

        "Amended and Restated Registration Rights Agreement" means that certain Amended and Restated Registration Rights Agreement, substantially in the form attached hereto asAnnex E, to be entered into at the closing of the business combination, by and among AHPAC, the sponsor and the restricted stockholders.

        "Avista" means Avista Capital Holdings, L.P., a Delaware limited partnership, and its affiliates.

        "business combination" means the transactions contemplated by the Merger Agreement, including: (i) the domestication and (ii) the merger of Merger Sub with and into Organogenesis, with Organogenesis surviving the merger as a wholly owned direct subsidiary of AHPAC.

        "business day" means a day, other than Saturday, Sunday or such other day on which commercial banks in New York, New York are authorized or required by applicable laws to close.

        "Class B Holders" means the sponsor and the initial shareholders, solely in their capacity as holders of Class B ordinary shares.

        "closing" means the closing of the transactions contemplated by the Merger Agreement.

        "closing date" means the date on which the closing of the transactions contemplated by the Merger Agreement occurs.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Controlling Entities" means Alan A. Ades, Albert Erani and Glenn H. Nussdorf, members of the Organogenesis board of directors, together with Dennis Erani, Starr Wisdom and certain of their respective affiliates.

        "DGCL" means the General Corporation Law of the State of Delaware.

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        "Debt Consents" means the consents of: (i) Silicon Valley Bank pursuant to that certain Credit Agreement dated as of March 21, 2017 by and among Organogenesis, the Lenders party thereto and Silicon Valley Bank, as Administrative Agent, Issuing Lender and Swingline Lender, as amended, and (ii) Eastward Fund Management, LLC pursuant to that certain Master Lease Agreement dated as of April 28, 2017 by and among the Company, Prime Merger Sub, LLC and Eastward Fund Management, LLC, as amended, in each case, delivered in connection with the business combination.

        "domestication" means the intended deregistration of AHPAC as an exempted company in the Cayman Islands under the Cayman Islands Companies Law (2018 Revision), and domestication as a corporation incorporated under the laws of the State of Delaware under Section 388 of the Delaware General Corporation Law, pursuant to which AHPAC's jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware.

        "Employee Benefit Plan" means any material "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.

        "equity financing" means equity financing through a private placement of equity securities in ORGO pursuant to Section 4(a)(2) of the Securities Act, for gross proceeds to ORGO in an aggregate amount of $46 million pursuant to the Subscription Agreement between the PIPE Investors and AHPAC, dated August 17, 2018.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "exchange ratio" means 2.03.

        "excluded shares" means each share of Organogenesis common stock that is owned by AHPAC, Merger Sub or Organogenesis (as treasury stock or otherwise), or any of AHPAC's direct or indirect wholly owned subsidiaries.

        "effective time" means the time specified in the certificate of merger with respect to the Merger.

        "exchange" means the conversion of a portion of the outstanding obligations of Organogenesis owed to Insider Lenders into ORGO Class A Common Stock and ORGO's cash payment to such creditors in satisfaction of the remaining portion of the obligations under the Organogenesis Insider Debt, including the accrued and unpaid interest and any fees with respect to the Organogenesis Insider Debt.

        "Exchange Agreement" means that certain Exchange Agreement, dated as of August 17, 2018, by and among AHPAC and the lenders listed on Schedule A thereto.

        "extension date" means February 15, 2019.

        "founder shares" means AHPAC Class B ordinary shares initially purchased by the sponsor and certain other accredited investors.

        "GAAP" means generally accepted accounting principles in the United States.

        "general meeting" means the extraordinary general meeting of AHPAC that is the subject of this consent solicitation/joint proxy statement/prospectus.

        "governmental entity" means (i) any federal, provincial, state, local, municipal, national or international court, governmental commission, government or governmental authority, department, regulatory or administrative agency, board, bureau, agency or instrumentality, tribunal, arbitrator or arbitral body (public or private), or similar body, (ii) any self-regulatory organization or (iii) any political subdivision of any of the foregoing.

        "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

        "initial shareholders" means holders of founder shares prior to the IPO.

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        "Insider Lenders" means those lenders that are party to the Exchange Agreement.

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        "IPO" means AHPAC's initial public offering, consummated on October 14, 2016, through the sale of 31,000,000 public units (including 1,000,000 units sold pursuant to the underwriters' partial exercise of their over-allotment option) at $10.00 per unit.

        "Law" means, in any applicable jurisdiction, any applicable statute or law (including common law), ordinance, rule, treaty, code, directive or regulation and any decree, injunction, judgment, order, ruling, assessment, writ or other legal requirement, in any such case, of any applicable governmental entity.

        "memorandum and articles of association" means AHPAC's amended and restated memorandum and articles of association in effect prior to the closing of the business combination.

        "merger" means the merger of Merger Sub with and into Organogenesis, with Organogenesis surviving the merger.

        "Merger Agreement" means that certain Agreement and Plan of Merger, dated August 17, 2018, (as it may be amended from time to time), by and among AHPAC, Merger Sub and Organogenesis, a copy of which is attached to this consent solicitation/joint proxy statement/prospectus asAnnex A.

        "NASDAQ" means the National Association of Securities Dealers Automated Quotations Capital Market.

        "ordinary shares" means the AHPAC Class A ordinary shares and AHPAC Class B ordinary shares.

        "Organogenesis Board" means the board of directors of Organogenesis.

        "Organogenesis common stock" means Organogenesis's common stock, par value $0.001 per share.

        "Organogenesis Insider Debt" means the outstanding obligations of Organogenesis owed to the Insider Lenders.

        "Organogenesis Option" means an option to purchase shares of Organogenesis common stock.

        "Organogenesis Stockholders" means the holders of Organogenesis common stock immediately prior to the effective time of the merger.

        "Organogenesis warrant" means a warrant to purchase shares of Organogenesis common stock.

        "ORGO Board" means the board of directors of ORGO.

        "ORGO Class A common stock" means the Class A common stock, par value $0.0001 per share, of ORGO.

        "ORGO common stock" means the ORGO Class A common stock and the ORGO Class B common stock.

        "ORGO Sponsors" means the sponsor, the PIPE Investors and their respective affiliates.

        "Parent Sponsor Letter Agreement" means that certain letter agreement by and between AHPAC and the Class B Holders as amended from time to time.

        "PIPE Investors" means Avista Capital Partners IV, L.P., a Delaware limited partnership and Avista Capital Partners IV (Offshore), L.P., a limited partnership organized under the laws of Bermuda.

        "PIPE warrants" means the warrants issued to the PIPE Investors in the equity financing in connection with the closing of the business combination.

        "private placement warrants" means the warrants issued to the initial shareholders in a private placement simultaneously with the closing of the IPO.

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        "proposed certificate of incorporation" or "proposed certificate" means the proposed certificate of incorporation of AHPAC, a form of which is attached hereto asAnnex M, which will become ORGO's

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certificate of incorporation subject to the approval of the Charter Proposals, assuming the consummation of the domestication and business combination.

        "proposed bylaws" means the proposed bylaws of AHPAC, a form of which is attached hereto asAnnex N, which will become ORGO's bylaws subject to the approval of the Charter Proposals, assuming the consummation of the domestication and business combination.

        "public shareholders" means the holders of AHPAC public shares.shares, all of which had been redeemed as required by the memorandum and articles of association as of October 31, 2018.

        "public shares" means AHPAC Class A ordinary shares sold as part of the units in the IPO.

        "public units" or "AHPAC units" means one AHPAC Class A ordinary share and one redeemable public warrant of AHPAC, whereby each public warrant entitles the holder thereof to purchase one-half of one AHPAC Class A ordinary share, where two warrants must be exercised for one whole Class A share at an exercise price of $11.50 per AHPAC Class A ordinary share, sold in the IPO.

        "public warrants" means the warrants included in the units issued in AHPAC's IPO, where two warrants must be exercised for one whole share of ORGO common stock in accordance with the terms of the warrant agreements governing the warrants.

        "Real Estate Entities" means the accounts of Dan Road Associates, 85 Dan Road Associates, and 65 Dan Road Associates consolidated as variable interest entities.

        "Related Agreements" means the Company Support Agreement, the Parent Support Agreement, the Trust Termination Letter, the Amended and Restated Registration Rights Agreement, the Exchange Agreement, the Subscription Agreements, the Stockholders Agreement, the Controlling Stockholders Agreement and the Parent Sponsor Letter Agreement.

        "replacement warrants" means the new warrant for shares of AHPAC Common Stock received in exchange for each Organogenesis warrant outstanding and unexercised immediately prior to the effective time which shall be cancelled, retired and terminated.

        "representatives" means a Person's officers, directors, employees, accountants, consultants, agents, legal counsel, and other representatives.

        "restricted stockholders" means, collectively, the sponsor, certain directors of AHPAC (as set forth in the Amended and Restated Registration Rights Agreement), the Insider Lenders, the PIPE Investors, and certain Organogenesis Stockholders that receive ORGO common stock in the business combination.

        "SEC" means the United States Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended.

        "special meeting" means the special meeting of Organogenesis' stockholders that is the subject of this joint proxy statement/prospectus.

        "sponsor" means Avista Acquisition Corp., a Cayman Islands exempted company and an affiliate of Avista Capital Holdings, L.P., a Delaware limited partnership.

        "transfer agent" means Continental Stock Transfer & Trust Company.

        "trust account" means the trust account of AHPAC that holds the proceeds from the IPO.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR AHPAC SHAREHOLDERS

        The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the general meeting, including with respect to the proposed business combination. The following questions and answers do not include all the information that is important to AHPAC's shareholders. We urge shareholders to read carefully this entire consent solicitation/joint proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed business combination and the voting procedures for the general meeting, which will be held on[    ·    ] at[    ·    ] Eastern Time at the offices of Weil, Gotshal & Manges, LLP located at 767 Fifth Avenue, New York, New York, 10153.

Q:

Why am I receiving this consent solicitation/joint proxy statement/prospectus?

A:

AHPAC's shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Merger Agreement and approve the transactions contemplated thereby, including the business combination. As a result of the business combination, AHPAC will acquire Organogenesis. Subject to the terms of the Merger Agreement, holders of Organogenesis common stock immediately prior to the effective time of the merger will be entitled to receive 2.03 fully paid and non-assessable shares of ORGO Class A common stock for each share of Organogenesis common stock held by them. A copy of the Merger Agreement, including each amendment thereto through the date hereof is attached to this consent solicitation/joint proxy statement/prospectus asAnnex A.

This consent solicitation/joint proxy statement/prospectus and its Annexes contain important information about the proposed business combination and the other matters to be acted upon at the general meeting. You should read this consent solicitation/joint proxy statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this consent solicitation/joint proxy statement/prospectus and its Annexes.

Q:

When and where is the general meeting?

A:

The general meeting will be held on [    ·    ] at [    ·    ] Eastern Time at the offices of Weil, Gotshal & Manges, LLP located at 767 Fifth Avenue, New York, New York, 10153.

Q:

What are the specific proposals on which I am being asked to vote at the general meeting?

A:

AHPAC's shareholders are being asked to approve the following proposals:

1.

Proposal No. 1—The Business Combination Proposal—To consider and vote upon a proposal to approve and adopt the Merger Agreement, and the transactions contemplated thereby, which we refer to as the "Business Combination Proposal";

2.

Proposal No. 2—The Domestication Proposal—To consider and vote upon a proposal to approve by special resolution, assuming the Business Combination Proposal is approved and adopted, the domestication, which we refer to as the "Domestication Proposal";

The Charter Proposals—To consider and vote upon eight separate proposals to approve by special resolution, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the following material differences between AHPAC's current amended and restated memorandum and articles of association and the proposed certificate and proposed bylaws.

3.

Proposal No. 3—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize that directors may only be removed for cause;

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4.

Proposal No. 4—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize that only the Board, chairperson of the Board or chief executive offer may call a meeting of stockholders;



5.

Proposal No. 5—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize removal of the ability of stockholders to take action by written consent in lieu of a meeting;



6.

Proposal No. 6—To consider and vote upon an amendment to AHPAC's existing organizational documents to require the affirmative vote of holders of a majority of the voting power of ORGO's then issued and outstanding shares of stock entitled to amend the proposed certificate;



7.

Proposal No. 7—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation;



8.

Proposal No. 8—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize ORGO to permit the ORGO Sponsors to engage in competitive businesses and renounce certain corporate opportunities offered to the ORGO Sponsors or any of their managers, officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than ORGO and its subsidiaries) that are not expressly offered to them in their capacities as directors or officers of ORGO;



9.

Proposal No. 9—To consider and vote upon an amendment to AHPAC's existing organizational documents to approve the authorized number of shares of ORGO common stock contained in the proposed certificate; and



10.

Proposal No. 10—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize other changes to the Organizational Documents resulting from the domestication and business combination, including changing the post-business combination corporate name from "Avista Healthcare Public Acquisition Corp." to "Organogenesis Holdings Inc." and removing certain provisions relating to our status as a blank-check company that will no longer apply upon consummation of the business combination.

We refer to Proposals No. 3-10 collectively as the "Charter Proposals";

11.

Proposal No. 11—The Cayman Charter Amendment Proposal—To consider and vote upon amendments to AHPAC's existing organizational documents to eliminate the limited period of time that AHPAC had to consummate the business combination, to eliminate any requirement to take certain actions as a result of the failure to complete a business combination in such limited period of time, and to ratify the actions of AHPAC and its directors in connection therewith;



12.

Proposal No. 12—The Director Election Proposal—To consider and vote upon a proposal to elect eight directors to serve on the ORGO Board until the 2019 annual meeting of shareholders, or until their respective successors are duly elected and qualified, which we refer to as the "Director Election Proposal";



12.13.

Proposal No. 12—13—The Management Incentive Plan Proposal—To consider and vote on a proposal to approve and adopt, assuming the Charter Proposals, the Domestication Proposal and the Business Combination Proposal are all approved and adopted, the 2018 Equity Incentive Plan and the material terms thereunder, which we refer to as the "Management Incentive Plan Proposal". A copy of the 2018 Equity Incentive Plan is attached to the accompanying consent solicitation/joint proxy statement/prospectus as Annex J;

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13.14.

Proposal No. 13—14—The NASDAQ Proposal—To consider and vote upon a proposal to approve, assuming the Charter Proposals, the Domestication Proposal and the Business Combination Proposal are all approved and adopted, for purposes of complying with applicable provisions of NASDAQ Listing Rule 5635, the issuance of more than 20% of AHPAC's issued and outstanding ordinary shares (or issued and outstanding common stock following the domestication) to the Organogenesis Stockholders in connection with the business

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combination and to participants in the equity financing and the exchange and the related change of control, which we refer to as the "NASDAQ Proposal"; and





14.15.

Proposal No. 14—15—Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals to be submitted for shareholder approval at the general meeting, which we refer to as the "Adjournment Proposal."

Q:

Why is AHPAC providing shareholders with the opportunity to vote on the business combination?

A:

Under AHPAC's existing amended and restated memorandum and articles of association, AHPAC must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of AHPAC's initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, AHPAC has elected to provide AHPAC's shareholders with the opportunity to have their public shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of AHPAC's shareholders of the Business Combination Proposal in order to allow public shareholders to effectuate redemptions of their public shares in connection with the closing of the business combination. Additionally, approvalApproval of the Merger Agreement and the business combination are required under AHPAC's amended and restated memorandum and articles of association, and such approval is a condition to the consummation of the business combination under the Merger Agreement.

Q:

When is the business combination expected to be completed?

A:

The consummation of the business combination is expected to take place on or prior to the second business day following the satisfaction or waiver of the conditions set forth in the Merger Agreement and described below in the subsection entitled "The Merger Agreement—Conditions to Closing of the Business Combination." The closing of the business combination, which is expected before the end of the year, is subject to customary and other closing conditions, including regulatory approvals and receipt of approvals from AHPAC's shareholders.shareholders and Organogenesis' stockholders. The Merger Agreement may be terminated by AHPAC or Organogenesis if the consummation of the business combination has not occurred by October 14, 2018 (the "outside date"),provided that if. On October 4, 2018, at an extraordinary general meeting of shareholders called for such purpose, AHPAC receivesfailed to receive the approval byof its shareholders to extend the deadline for AHPAC to consummate its initial business combination beyondand as a result, was required to redeem all of its outstanding public shares for their pro rata portion of the outside date (the "extension"), the outside date shall be extended to February 15, 2019.trust account.

For a description of the conditions to the completion of the business combination, see the section entitled "The Merger Agreement—Conditions to Closing of the Business Combination."

Q:

Following the business combination, will AHPAC's securities continue to trade on a stock exchange?

A:

Yes. Our publicly tradedIt is not clear at this time. On November 2, 2018, as a result of the redemption of the public shares, NASDAQ issued a delisting notice in respect of the AHPAC units, AHPAC Class A ordinary shares units and AHPAC warrants are currentlyto purchase Class A ordinary shares to AHPAC. AHPAC has until November 9, 2018 to submit an appeal of this decision, which it plans to do in a timely manner.

It is a condition to the obligations of each of AHPAC and Organogenesis to consummate the transactions contemplated by the Merger Agreement that the shares of ORGO Class A common stock issued in connection with the merger be listed on the NASDAQ Capital Market under the symbols "AHPA," "AHPAU" and "AHPAW," respectively. We intend to apply to continue the listing of our publicly traded ORGO common stock and warrants on NASDAQ under the symbols "ORGO" and "ORGOW," respectively, upon the closing, subject to any compliance extension or ability to remedy non-compliance, in each case as permitted by the NASDAQ continued listing rules. This condition may only be waived by mutual agreement of the business combination. As a result, our publicly traded units may separate into the component securities upon consummation of the business combinationAHPAC and as a result, may no longer trade as a separate security.Organogenesis.

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Q:

What happens if I sell my AHPAC Class A ordinary shares before the general meeting?

A:

The record date for the general meeting is earlier than the date that the business combination is expected to be completed. If you transfer your AHPAC Class A ordinary shares after the record date, but before the general meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the general meeting. However, you will not be able to seek redemption of the AHPAC Class A ordinary shares because you will no longer be able to deliver them for redemption upon consummation of the business combination. If you transfer your AHPAC Class A ordinary shares prior to the record date, you will have no right to vote those shares at the general meeting or redeem those shares for a pro rata portion of the proceeds held in the trust account.

Q:

What vote is required to approve the proposals presented at the general meeting?

A:

The approval of each of the Domestication Proposal and the Charter Proposals requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. Accordingly, if an AHPAC shareholder fails to vote by proxy or to vote in person at the general meeting, their shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Domestication Proposal or any of the Charter Proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established andbut will have no effect on the same effect as a vote "AGAINST"with respect to the Domestication Proposal and the Charter Proposals.

The approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. Accordingly, if an AHPAC shareholder fails to vote by proxy or to vote in person at the general meeting, their shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Business Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established andbut will have no effect on the same effect as a vote"AGAINST" with respect to the Business Combination Proposal. The initial shareholders have agreed to vote their founder shares and any public shares they may hold in favor of the business combination. Currently, the initial shareholders own approximately 15.8%100% of AHPAC's issued and outstanding ordinary shares, including all of the outstanding founder shares.

The approval of each of the Director Election Proposal, the Management Incentive Plan Proposal, the NASDAQ Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. Accordingly, if an AHPAC shareholder fails to vote by proxy or to vote in person at the general meeting, their shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the NASDAQ Proposal, the Director Election Proposal or the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the vote with respect to the NASDAQ Proposal, the Director Election Proposal, the Management Incentive Plan Proposal and the Adjournment Proposal. The approval of the Cayman Charter Amendment Proposal requires that one hundred percent (100%) of AHPAC's shareholders entitled to vote thereon at the general meeting vote"FOR" the Cayman Charter Amendment Proposal. Failure to vote by proxy or in person at the general meeting and abstentions will have the same effect as a vote"AGAINST" the NASDAQ Proposal, the Director Election Proposal and the Adjournment Proposal.this proposal.

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Q:

How many votes do I have at the general meeting?

A:

AHPAC's shareholders are entitled to one vote on each proposal presented at the general meeting for each ordinary share held of record as of [    ·    ], 2018, the record date for the general meeting. As of the close of business on the record date, there were [    ·    ]5,812,500 outstanding ordinary shares.

Q:

What constitutes a quorum at the general meeting?

A:

A majority of the issued and outstanding AHPAC ordinary shares entitled to vote as of the record date at the general meeting must be present, in person or represented by proxy, at the general meeting to constitute a quorum and in order to conduct business at the general meeting.

Abstentions will be counted as present for the purpose of determining a quorum. The initial shareholders, who currently own approximately 15.8%100% of AHPAC's issued and outstanding ordinary shares, will count towards this quorum. In the absence of a quorum, the chairman of the general meeting has power to adjourn the general meeting. As of the record date for the general meeting, [    ·    ]2,906,251 AHPAC ordinary shares would be required to achieve a quorum.

At the general meeting, we will count a properly executed proxy marked "ABSTAIN" with respect to a particular proposal as present for purposes of determining whether a quorum is present.

Q:

How will the sponsor, directors and officers vote?



A:

In connection with the IPO, the initial shareholders agreed to vote their founder shares and any public shares purchased during or after the IPO in favor of the business combination. None of the sponsor, directors or officers has purchased any AHPAC ordinary shares during or after the IPO and, as of the date of this consent solicitation/joint proxy statement/prospectus, neither we nor the sponsor, directors or officers have entered into agreements, and are not currently in negotiations, to purchase shares prior to the consummation of the business combination. As a result, approval of all the proposals is expected.



Q:

What happens if I vote against the Business Combination Proposal?



A:

If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting, then the Business Combination Proposal will be approved and, assuming the approval of the Domestication Proposal, the NASDAQ Proposal, the Management Incentive Plan Proposal and the Charter Proposals and the satisfaction or waiver of the other conditions to closing, the business combination will be consummated in accordance with the terms of the Merger Agreement.

If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting, then the Business Combination Proposal will fail and we will not consummate the business combination. If AHPAC does not consummate the business combination, we may continue to try to complete a business combination with a different target business until October 14, 2018, or, if an extension is approved by AHPAC's shareholders, February 15, 2019. If AHPAC fails to complete an initial business combination by October 14, 2018 or, if the extension is approved, by February 15, 2019, then AHPAC will be required to dissolve and liquidate the trust account by returning the then-remaining funds in such account to public shareholders.

Q:

Do I have redemption rights?



A:

If you are a public shareholder and you properly exercise your right to redeem your public shares and timely deliver your shares to the transfer agent, AHPAC will redeem each public share for a




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per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of the business combination, including interest, less income taxes payable, divided by the number of then issued and outstanding public shares;provided that AHPAC will not redeem any public shares to the extent that such redemption would result in AHPAC having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. The initial shareholders have agreed to waive their redemption rights with respect to their founder shares and with respect to any public shares they may hold in connection with the consummation of the business combination. The outstanding founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on the fair value of marketable securities held in the trust account of approximately $[    ·    ] as of [    ·    ], 2018, the estimated per share redemption price would have been approximately $[    ·    ]. Additionally, shares properly tendered for redemption will only be redeemed if the business combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the trust account (including interest but net of franchise and income taxes payable) in connection with the liquidation of the trust account, unless we complete an alternative business combination prior to October 14, 2018, provided that AHPAC has filed a proxy statement in respect of an extraordinary general meeting of its shareholders in order to have its shareholders vote on a proposal to extend the deadline for consummation of the business combination to February 15, 2019, which, if approved, would result in AHPAC having additional time to consummate a business combination.

Q:

Can AHPAC's initial shareholders redeem their founder shares in connection with consummation of the business combination?



A:

No. The initial shareholders have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the consummation of the business combination.



Q:

Is there a limit on the number of shares that may be redeemed?



A:

Yes. A public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), is restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the IPO. Accordingly, all shares in excess of 15% owned by a holder will not be redeemed for cash. On the other hand, a public shareholder who holds less than 15% of the public AHPAC Class A ordinary shares may redeem all of the public shares held by such shareholder for cash.

In no event is your ability to vote all of your shares (including those shares held by you in excess of 15% of the shares sold in the IPO) for or against the business combination restricted.

There is no specified maximum redemption threshold under AHPAC's existing amended and restated memorandum and articles of association, other than the aforementioned 15% threshold. Each redemption of AHPAC Class A ordinary shares by public shareholders will reduce the amount in the trust account. In no event will AHPAC redeem public shares in connection with the business combination in an amount that would cause its net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001. Holders of public warrants do not have redemption rights in connection with the business combination.

Q:

Will my vote affect my ability to exercise redemption rights?



A:

No. You may exercise your redemption rights whether you vote your ordinary shares for or against, or whether you abstain from voting on the Business Combination Proposal or any other proposal




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described by this consent solicitation/proxy statement/prospectus. As a result, the Merger Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of NASDAQ.

Q:

How do I exercise my redemption rights?



A:

Pursuant to AHPAC's existing amended and restated memorandum and articles of association, a holderAHPAC was obligated to redeem all of AHPAC's public shares may request that AHPAC redeem all or a portion of such shareholder's public shares (which will become shares of ORGO common stock in the domestication) for cash if the business combination is consummated. For the purposeswas not consummated prior to October 14, 2018. AHPAC did not consummate a business combination prior to October 14, 2018, and as of Article 49.3October 31, 2018, all of AHPAC's amended and restated memorandum and articles of association and the Cayman Islands Companies Law (2018 Revision), the exercise of redemption rights shall be treated as an election to have suchoutstanding public shares redeemed for cash and referenceswere redeemed. In either a redemption in this consent solicitation/proxy statement/prospectus shall be interpreted accordingly. You will be entitled to receive cash for any public shares to be redeemed only if you:



(i)

(a) hold public sharesconnection with the business combination or (b) hold public shares through units and you elect to separate your units intoa redemption in respect of a liquidation, the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;



(ii)

prior to 5:00 p.m. Eastern Time on [    ·    ], 2018, submit a written request to the transfer agent, that AHPAC redeem your public shares for cash; and



(iii)

timely deliver your public shares to the transfer agent, physically or electronically through Depository Trust Company ("DTC").

To complete the written request, you must (i) check the box on the enclosed proxy card to elect redemption, (ii) check the box on the enclosed proxy card marked "Shareholder Certification" and (iii) if you hold public units, separate the underlying public shares and public warrants. You must submit the written request that we redeem your public shares for cash and tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to the transfer agent, at the following address:

Continental Stock Transfer & Trust Company
1 State Street- 30th Floor
New York, NY 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com

Please check the box on the enclosed proxy card marked "Shareholder Certification" if you are not acting in concert or as a "group" (as defined in Section 13d-3 of the Exchange Act) with any other shareholder with respect to ordinary shares. Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a "group" (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the AHPAC Class A ordinary shares included in the units sold in the IPO, which we refer to as the "15% threshold." Accordingly, all public shares in excess of the 15% threshold beneficially owned by a public shareholder or group will not be redeemed for cash.

Shareholders seeking to exerciseinitial shareholders have waived their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is AHPAC's understanding thator participation rights, respectively, in respect of their founder shares. The initial shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, AHPAC does not have any control




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over this process and it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name" are required to either tender their certificates to AHPAC's transfer agent prior to the date set forth in these proxy materials, or to deliver their shares to the transfer agent electronically using DTC's Deposit/Withdrawal At Custodian (DWAC) system, at such shareholder's option.The requirement for physical or electronic delivery prior to the general meeting ensures that a redeeming shareholder's election to redeem is irrevocable once the business combination is approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker's discretion whether oralso agreed not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardlessseek redemption of whether or not we require shareholders seeking to exercise redemption rights to tender theirany other AHPAC ordinary shares as the need to deliver shares isheld by them in connection with a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights or choosing not to exercise such redemption rights?business combination.



A:

Please see the section entitled "Material U.S. Federal Income Tax Considerations" for a discussion of material U.S. federal income tax consequences of exercising your redemption rights or choosing not to exercise such redemption rights.



Q:

If I am a Company warrant holder, can I exercise redemption rights with respect to my public warrants?



A:

No. The holders of public warrants have no redemption rights with respect to the public warrants.





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Q:

Do I have appraisal rights if I object to the proposed business combination?



A:

No. Appraisal rights are not available to holders of AHPAC public shares in connection with the business combination.



Q:

What happens if the business combination is not consummated?



A:

There are certain circumstances under which the Merger Agreement may be terminated. Please see the section entitled "The Merger Agreement—Termination" for information regarding the parties' specific termination rights.

IfFollowing the final redemption of our public shares in October 2018, our directors and the Class B Holders unanimously agreed that rather than commence the winding-up of AHPAC, does notAHPAC should instead continue in existence with the intent that it consummate the business combination we may continue to try to complete a business combination with a different target business until October 14, 2018.Organogenesis. If AHPAC fails to complete an initial business combination by October 14, 2018, and AHPAC has not received approval from its shareholders to extend the deadline for consummation of the business combination is not consummated, our directors and the Class B Holders will have to February 15, 2019, thenconsider whether AHPAC will, at suchsome future time, or such later time, if an extension is granted and no business combination has been completedembark upon a new purpose as of such extended date, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses), dividedapproved by the number of then outstanding public shares, which redemption will




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completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of AHPAC's remaining shareholders and the AHPAC Board, dissolve and liquidate, subject in each case to AHPAC's obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including trust account assets) will be less than the initial public offering price per unit in the IPO. Please see the section entitled "Risk Factors—Risks Related to AHPAC and the Business Combination."

Holders of AHPAC founder shares have waived any right to any liquidation distribution with respect to such shares. In addition, if AHPAC fails to complete a business combination by October 14, 2018, or any extended date as described above, there will be no redemption rights or liquidating distributions with respect to AHPAC's outstanding warrants, which will expire worthless.directors.

Q:

What do I need to do now?



A:

You are urged to read carefully and consider the information contained in this consent solicitation/joint proxy statement/prospectus, including the Annexes, and to consider how the business combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this consent solicitation/joint proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.



Q:

How do I vote?



A:

If you were a holder of record of AHPAC ordinary shares on [    ·    ], 2018, the record date for the general meeting, you may vote with respect to the proposals in person at the general meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Voting by Mail.    By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the general meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the general meeting so that your shares will be voted if you are unable to attend the general meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m. Eastern Time on [    ·    ], 2018.

Voting in Person at the Meeting.    If you attend the general meeting and plan to vote in person, we will provide you with a ballot at the general meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the general meeting. If you hold your shares in "street name," which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the general meeting and vote in person, you will need to bring to the general meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section




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entitled "Special Meeting of AHPAC Shareholders" beginning on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus.




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Q:

What will happen if I sign and return my proxy card without indicating how I wish to vote?



A:

Signed and dated proxies received by us without an indication of how the shareholder intends to vote on a proposal will be voted"FOR" each proposal presented to the shareholders. The proxy holders may use their discretion to vote on any other matters which properly come before the general meeting.



Q:

If I am not going to attend the general meeting in person, should I return my proxy card instead?



A:

Yes. Whether you plan to attend the general meeting or not, please read the enclosed consent solicitation/joint proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.



Q:

If my shares are held in "street name," will my broker, bank or nominee automatically vote my shares for me?



A:

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. AHPAC believes the proposals presented to the shareholders at this general meeting will be considered non-discretionary and, therefore, your broker, bank, or nomineecannot vote your shares without your instruction on any of the proposals presented at the general meeting. If you do not provide instructions with your proxy, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank, or nominee is not voting your shares is referred to as a "broker non-vote." Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the general meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.



Q:

May I change my vote after I have mailed my signed proxy card?



A:

Yes. You may change your vote by sending a later-dated, signed proxy card to AHPAC's Secretary at the address listed below so that it is received by AHPAC's Secretary prior to the general meeting or attend the general meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to AHPAC's Secretary, which must be received by AHPAC's Secretary prior to the general meeting.



Q:

What should I do if I receive more than one set of voting materials?



A:

You may receive more than one set of voting materials, including multiple copies of this consent solicitation/joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.





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Q:

Who will solicit and pay the cost of soliciting proxies for the general meeting?



A:

AHPAC will pay the cost of soliciting proxies for the general meeting. AHPAC has engaged MacKenzie Partners, Inc. ("MacKenzie Partners") to assist in the solicitation of proxies for the general meeting. AHPAC has agreed to pay MacKenzie Partners a fee of $[    ·    ],$15,000, plus




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disbursements, and will reimburse MacKenzie Partners for its reasonable out-of-pocket expenses and indemnify MacKenzie Partners and its affiliates against certain claims, liabilities, losses, damages and expenses. AHPAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of AHPAC's ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of AHPAC's ordinary shares and in obtaining voting instructions from those owners. AHPAC's directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.





Q:

Who can help answer my questions?



A:

If you have questions about the proposals or if you need additional copies of this consent solicitation/joint proxy statement/prospectus or the enclosed proxy card you should contact AHPAC's Secretary:

Avista Healthcare Public Acquisition Corp.
65 East 55th Street
18th Floor
New York, NY 10022
(212) 593-6900
Attention: Benjamin Silbert
Email: silbert@avistacap.com

You may also contact AHPAC's proxy solicitor at:

MacKenzie Partners
1407 Broadway, 27th Floor
New York, New York 10018
1-800-322-2885 (Toll-Free)
or
1-212-929-5500 (call collect)
Email: proxy@mackenziepartners.com

To obtain timely delivery, AHPAC's shareholders must request the materials no later than five business days prior to the general meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled "Where You Can Find More Information."

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to AHPAC's transfer agent prior to the general meeting in accordance with the procedures detailed under the question "How do I exercise my redemption rights?" If you have questions regarding the certification of your position or delivery of your stock, please contact AHPAC's transfer agent:

Continental Stock Transfer & Trust Company
1 State Street- 30th Floor
New York, NY 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com




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QUESTIONS AND ANSWERS ABOUT THE CONSENT SOLICITATION FOR ORGANOGENESIS STOCKHOLDERS


Q:

Why am I receiving this consent solicitation/joint proxy statement/prospectus?



A:

Organogenesis stockholders are being asked to consider and vote upon a proposal to approve the Merger Agreement and the transactions contemplated by the Merger Agreement (including the business combination) by delivering a written consent.. As a result of the business combination, AHPAC will acquire Organogenesis. Subject to the terms of the Merger Agreement, holders of Organogenesis common stock immediately prior to the effective time of the merger will be entitled to receive 2.03 fully paid and non-assessable shares of ORGO Class A common stock for each share of Organogenesis common stock held by them. A copy of the Merger Agreement, including each amendment thereto through the date hereof is attached to this consent solicitation/joint proxy statement/prospectus asAnnex A.

This consent solicitation/joint proxy statement/prospectus and its Annexes contain important information about the Merger Agreement and the transactions contemplated by the Merger (including the proposed business combination). Organogenesis stockholders should read this consent solicitation/joint proxy statement/prospectus and its Annexes carefully and in their entirety.

Organogenesis stockholders are encouraged to return their written consentproxy card as soon as possible after carefully reviewing this consent solicitation/joint proxy statement/prospectus and its Annexes.

Q:

When and where will the special meeting be held?



A:

The special meeting will be held at [    ·    ] on [    ·    ], 2018, at [    ·    ] [a.m.][p.m.], Eastern Time, unless the special meeting is adjourned.

Q:    What am I being asked to approve in the written consent?approve?

A:

Organogenesis stockholders are being asked to approve the Merger Agreement and the transactions contemplated by the Merger Agreement.



Q:

Who is entitled to act by written consent?vote?



A:

The holders of Organogenesis common stock as of the Organogenesis record date ([    ·    ], 2018) are entitled to consider and,vote on matters that come before the special meeting. However, a stockholder may only vote his or her shares if they wish to do so, sign and deliver written consents with respect tohe or she is present in person or is represented by proxy at the Merger Agreement and the transactions contemplated by the Merger Agreement.special meeting.



Q:

How can I give my consent?vote?



A:

If you are a holder of record of Organogenesis stockholderscommon stock on the record date, you may give their consentvote in person at the special meeting or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and signingreturning the written consent enclosed with this consent solicitation/proxy statement/prospectus and returning itcard to Organogenesis by emailing it to Organogenesis, Attention: Lori Freedman, at lfreedman@organo.com orOrganogenesis' secretary by mailing it to 85 Dan Road, Canton, MA 02021.02021, Attention: Lori Freedman, so that it is received by Organogenesis' secretary prior to the vote at the special meeting (which is scheduled to take place on [    ·    ], 2018).



Q:

What approval is required to approve the Merger Agreement?How many votes do I have?



A:

The consent of the holdersEach share of Organogenesis common stock who own, collectively, more than fifty percent (50%)is entitled to one vote per share at the special meeting. As of the outstandingclose of business on the Organogenesis record date, there were [    ·    ] shares of Organogenesis common stock as of the record date ([    ·    ], 2018) are requiredoutstanding and entitled to approve Organogenesis' obligations under the Merger Agreement and the transactions contemplated by the Merger Agreement.vote.

Effective as of the date of the Merger Agreement, the Controlling Entities (other than Starr Wisdom), entered into a Company Support Agreement with AHPAC. Under the Company Support Agreement, each Controlling Entity agreed, promptly following such Controlling Entity's receipt of this consent solicitation/proxy statement/prospectus as declared effective by the SEC, to execute and deliver a written consent with respect to the Organogenesis common stock held by such Controlling Entity.




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Q:

What constitutes a quorum?



A:

A quorum of Organogenesis stockholders is necessary to hold a valid meeting. A quorum will be present at the Organogenesis special meeting if a majority of the capital stock issued and outstanding and entitled to vote is represented in person or by proxy. As of the Organogenesis record date for the special meeting, [    ·    ] shares of Organogenesis common stock would be required to achieve a quorum.



Q:

What vote is required to approve the Organogenesis Business Combination Proposal at the special meeting?



A:

The approval of the Organogenesis Business Combination Proposal requires the affirmative vote for the proposal by the holders of a majority of the capital stock issued and outstanding and entitled to vote at the Organogenesis special meeting.



Q:

What are the recommendations of Organogenesis' board of directors?



A:

Organogenesis' board of directors believes that the Organogenesis Business Combination Proposal is in the best interest of Organogenesis' stockholders and recommends that its stockholders vote "FOR" the Organogenesis Business Combination Proposal.

The existence of financial and personal interests of one or more of Organogenesis' directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Organogenesis and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled "Organogenesis Special Meeting—Recommendation to Organogenesis' Stockholders" for a further discussion of this.

Q:

How do other Organogenesis stockholders intend to vote?



A:

In connection with the Business Combination, Controlling Entities (other than Starr Wisdom) have entered into a support agreement pursuant to which they have agreed to support and vote all of their shares of Organogenesis common stock in favor of such proposal.



Q:

What happens if the business combination is not consummated?



A:

If the Merger Agreement is not adopted by Organogenesis stockholders or if the business combination is not completed for any other reason, Organogenesis will remain an independent private company.



Q:

Do Organogenesis stockholders have appraisal rights if they object toin connection with the proposed Business Combination?



A:

Yes. Pursuant to Section 262 of the DGCL, holders of Organogenesis common stock who comply with the applicable requirements of Section 262 of the DGCL and do not otherwise withdraw or lose the right to appraisal under Delaware law have the right to seek appraisal of the fair value of their shares of Organogenesis common stock, as determined by the Delaware Court of Chancery, if the business combination is completed. The "fair value" of your shares of Organogenesis common stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the value of the consideration that you are otherwise entitled to receive under the Merger Agreement. Holders of Organogenesis common stock who do not consent tovote in favor of the adoption of the Merger Agreement and who wish to preserve their appraisal rights must so advise Organogenesis by submitting a demand for appraisal within the period prescribed by Section 262 of the DGCL after receiving a notice from Organogenesis or the combined company that appraisal rights are available to them, and must otherwise precisely follow the procedures prescribed by




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Section 262 of the DGCL. Failure to follow any of the statutory procedures set forth in Section 262 of the DGCL will result in the loss or waiver of appraisal rights under Delaware law. In view of the complexity of Section 262 of the DGCL, Organogenesis common stock holders who may wish to pursue appraisal rights should consult their legal and financial advisors. Please see the section titled "Appraisal Rights" beginning on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus.

Q:

What do I need to do now?



A:

Organogenesis urges you to read carefully and consider the information contained in this joint proxy statement/prospectus, including the annexes, and to consider how the business combination will affect you as a stockholder of Organogenesis. Stockholders should then vote as soon as possible in accordance with the instructions provided in this joint proxy statement/prospectus and on the enclosed proxy card.



Q:

What happens if I sell my shares of Organogenesis common stock before the special meeting?



A:

The Organogenesis record date for the special meeting is earlier than the date of the special meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Organogenesis common stock after the applicable record date, but before the special meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such special meeting.



Q:

May I change my vote after I have mailed my signed proxy card?



A:

Yes. Stockholders may send a later-dated, signed proxy card to Organogenesis' secretary by mailing it to 85 Dan Road, Canton, MA 02021, Attention: Lori Freedman, so that it is received by Organogenesis' secretary prior to the vote at the special meeting (which is scheduled to take place on [    ·    ], 2018) or attend the special meeting in person and vote. Stockholders also may revoke their proxy by sending a notice of revocation to Organogenesis' secretary, which must be received by Organogenesis' secretary prior to the vote at the special meeting. Stockholders may send a notice of revocation by emailing it to Organogenesis, Attention: Lori Freedman, at lfreedman@organo.com.



Q:

What ishappens if I fail to take any action with respect to the deadline for returning my written consent?special meeting?



A:

The Organogenesis board has set 12:00 noon, Boston time, on [    ·    ], 2018 as the target date for the receipt of written consents. Organogenesis reserves the rightIf you fail to extend the final date for the receipt of written consents beyond [    ·    ], 2018. Any such extension may be made without noticetake any action with respect to the special meeting and the business combination is approved by stockholders and the Business Combination is consummated, you will become a stockholder of ORGO. If you fail to take any action with respect to the special meeting and the Business Combination is not approved, you will remain a stockholder of Organogenesis. The Company expects to obtain a sufficient number of consents to approve the Merger Agreement from the Controlling Entities after which the consent solicitation will conclude.



Q:

What should I do with my stock certificates?



A:

Upon the closing of the Business Combination, holders of Organogenesis common stock will receive shares of ORGO Class A common stock without needing to take any action and accordingly such holders should not submit the certificates relating to their shares of Organogenesis common stock.



Q:

What should I do if I receive more than one set of voting materials?



A:

Organogenesis stockholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and




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voting instruction card that you receive in order to cast a vote with respect to all of your shares of Organogenesis common stock.

Q:

Who can help answer my questions?



A:

If you have any questions about the Merger or how to return your written consent,proxy card, or if you need additional copies of this consent solicitation/joint proxy statement/prospectus, or a replacement written consent, you should contact Lori Freedman by phone at (781) 830-2338 or by email to lfreedman@organo.com or by mailing your request to 85 Dan Road, Canton, MA 02021.




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SUMMARY TERM SHEET


        This summary term sheet, together with the sections entitled "Questions and Answers About the Proposals for AHPAC Shareholders" "Questions and Answers About the Consent Solicitation for Organogenesis Stockholders" and "Summary of the Joint Proxy Statement/Prospectus," summarizes certain information contained in this consent solicitation/joint proxy statement/prospectus, but does not contain all of the information that is important to you. You should read carefully this entire consent solicitation/joint proxy statement/prospectus, including the attached Annexes, for a more complete understanding of the matters to be considered at the general meeting. In addition, for definitions used commonly throughout this consent solicitation/joint proxy statement/prospectus, including this summary term sheet, please see the section entitled "Frequently Used Terms."

•

Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company, or AHPAC, is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.



•

On August 17, 2018, AHPAC, Merger Sub and Organogenesis entered into the Merger Agreement, a copy of which is attached to this consent solicitation/joint proxy statement/prospectus asAnnex A. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Organogenesis, with Organogenesis surviving the merger (the "merger"). Prior to the merger, AHPAC will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands under the Cayman Islands Companies Law (2018 Revision), and domesticating as a corporation incorporated under the laws of the State of Delaware under Section 388 of the Delaware General Corporation Law.



•

In connection with the execution and delivery of the Merger Agreement, sponsor and certain directors of AHPAC, who together own all of AHPAC's founder shares entered into a letter agreement (the "Parent Sponsor Letter Agreement") pursuant to which, (i) such holders surrendered to AHPAC at the execution of the Merger Agreement, an aggregate of 1,937,500 founder shares and (ii) such holders agreed to surrender an aggregate of 4,421,507 founder shares and 16,400,000 private placement warrants at the consummation of the business combination. All such founder shares and private placement warrants shall be cancelled.



•

Concurrently with the signing of the Merger Agreement, AHPAC entered into a subscription agreement (the "Subscription Agreement") with the PIPE Investors for the purchase and sale of 9,022,741 shares of ORGO Class A common stock and 4,100,000 PIPE warrants (the "equity financing"). for an aggregate purchase price of $46 million, to be consummated concurrently with the consummation of the business combination. The effective price to the PIPE Investors of the equity financing is approximately $5.10 per share of ORGO Class A common stock. The PIPE Investors also purchased, concurrently with the execution and delivery of the Merger Agreement, 3,221,050 shares of Organogenesis common stock for an aggregate purchase price of $46 million, or approximately $14.28 per share of Organogenesis common stock (such subscription, collectively with the equity financing, the "private investment"). The purpose of the private investment is to fund the business combination and related transactions and for general corporate purposes. The effective price of the private investment to the PIPE Investors is approximately $5.91 per share of ORGO Class A common stock across their aggregate $92 million investment. As a result of the incremental surrender of founder shares agreed to by the Class B Holders in connection with the equity financing pursuant to the terms of the Parent Sponsor Letter Agreement, the effective price of the equity financing to ORGO is approximately $7.035 per share of ORGO Class A common stock. The warrants surrendered by the Class B Holders do not impact these calculations, as no purchase price was allocated to the warrants in light of the exercise price of the warrants.




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•

Concurrently with the signing of the Merger Agreement, the Insider Lenders executed and delivered to AHPAC the Exchange Agreement relating to outstanding obligations of Organogenesis owed to creditors who are insiders of Organogenesis (the "Organogenesis Insider Debt") whereby such creditors and AHPAC agreed that, concurrently with the consummation of the business combination, a portion of the Organogenesis Insider Debt will be converted into ORGO Class A common stock, and AHPAC will make a cash payment to such creditors in satisfaction of the remaining portion of the Organogenesis Insider Debt, including the accrued and unpaid interest and any fees with respect to the Organogenesis Insider Debt (the "exchange"). Following the consummation of the transactions contemplated by the Exchange Agreement, the Organogenesis Insider Debt will be deemed fully paid and satisfied in full and will be discharged and terminated.






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•

There are currently [    ·    ]5,812,500 AHPAC ordinary shares issued and outstanding, consisting of (i) [    ·    ]AHPACno AHPAC Class A ordinary shares originally issued in the IPO, and (ii) [    ·    ]5,812,500 AHPAC Class B ordinary shares that were initially issued to the sponsor, a portion of which was transferred to certain independent directors following the IPO. There are currently no shares of AHPAC preferred stock issued and outstanding. In addition, AHPAC issued 31,000,000 public warrants to purchase AHPAC Class A ordinary shares as part of the units sold in the IPO and 16,400,000 private placement warrants to the sponsor in a private placement concurrently with the IPO. Each warrant entitles its holder to purchase one-half of one AHPAC Class A ordinary share where two warrants must be exercised for one whole AHPAC Class A ordinary share at an exercise price of $11.50 per share, and can be exercised only for a whole number of AHPAC Class A ordinary shares. The warrants will become exercisable 30 days after the completion of the business combination and they expire five years after the completion of the business combination or earlier upon their redemption or liquidation. Once the warrants become exercisable, the public warrants may be redeemed, at a price of $0.01 per warrant, if the last sale price of the AHPAC Class A ordinary shares equals or exceeds $24.00 per share for any 20 trading days within a 30 trading day period ending on the third business day before the notice of redemption is sent to the warrant holders. The private placement warrants, however, are non-redeemable so long as they are held by the sponsor or its permitted transferees. For more information regarding the warrants, please see the section entitled "Description of Securities."



•

On the effective date of the domestication, each currently issued and outstanding AHPAC Class A ordinary share will be exchanged, on a one-for-one basis, for a share of ORGO Class A common stock. Similarly, each currently issued and outstanding AHPAC Class B ordinary share will be exchanged, on a one-for-one basis, for a share of ORGO Class B common stock. In addition, all outstanding warrants to acquire AHPAC Class A ordinary shares will become warrants to acquire a corresponding number of shares of ORGO Class A common stock on the same terms as in effect immediately prior to the effective time of the domestication. No other changes will be made to the terms of any outstanding warrants to acquire AHPAC Class A ordinary shares as a result of the domestication. See the section entitled "Proposal No. 2—The Domestication Proposal."



•

Organogenesis is a leading regenerative medicine company focused on the development, manufacture and commercialization of solutions for the Advanced Wound Care and Surgical & Sports Medicine markets. Its products have been shown through clinical and scientific studies to support and in some cases accelerate tissue healing and improve patient outcomes. Organogenesis is advancing the standard of care in each phase of the healing process through multiple breakthroughs in tissue engineering and cell therapy. Its solutions address large and growing markets driven by aging demographics and increases in comorbidities such as diabetes, obesity, cardiovascular and peripheral vascular disease and smoking. Organogenesis offers its differentiated products and in-house customer support to a wide range of health care customers including hospitals, wound care centers, government facilities, ASCs and physician offices. Its




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mission is to provide integrated healing solutions that substantially improve medical outcomes and the lives of patients while lowering the overall cost of care.

        For more information about Organogenesis, please see the sections entitled "Information about Organogenesis," "Organogenesis Management's Discussion and Analysis of Financial Condition and Results of Operations", "Organogenesis Management" and "Management after the Business Combination."

•

Subject to the terms of the Merger Agreement and customary adjustments set forth therein, each share of Organogenesis common stock issued and outstanding immediately prior to the effective time of the merger shall be automatically cancelled, extinguished and converted, into the right to receive 2.03 shares (the "exchange ratio") of validly issued, fully paid and nonassessable shares of ORGO Class A common stock. Each Organogenesis warrant (other than




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Organogenesis warrants that expire or are deemed automatically net exercised immediately prior to the effective time according to their terms as of the date of the Merger Agreement as a result of the transactions contemplated by the Merger Agreement) will be converted into a new warrant for shares of ORGO Class A common stock (a "replacement warrant"). Each replacement warrant shall have, and be subject to, substantially the same terms and conditions set forth in the Organogenesis warrants, except that: (i) the number of shares of ORGO Class A common stock which can be purchased with each replacement warrant shall equal a number of shares equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Organogenesis common stock (on an as-converted to Organogenesis common stock basis) that the Organogenesis warrant entitled the holder thereof to acquire immediately prior to the effective time,multiplied by (B) the exchange ratio; and (ii) the exercise price for each replacement warrant shall be equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Organogenesis warrant (in U.S. Dollars),divided by (B) the exchange ratio. Each option to purchase shares of Organogenesis common stock ("Organogenesis option") will be exchanged for an option to purchase a number of shares of ORGO Class A common stock equal to the number of shares underlying the Organogenesis option multiplied by the exchange ratio (rounded down to the nearest whole number) at an exercise price equal to the exercise price of the Organogenesis option divided by the exchange ratio (as rounded up to the nearest cent). For more information about the Merger Agreement, please see the section entitled "The Merger Agreement."





•

It is anticipated that, upon completion of the business combination: (i) AHPAC's public shareholders will retain no ownership in ORGO; (ii) the sponsor will own approximately 1.4% of ORGO; (iii) the Organogenesis Stockholders will own approximately 82.5% of ORGO (including the shares issued to the Insider Lenders in connection with the exchange and excluding shares held by the PIPE Investors); and (iv) the PIPE Investors will own approximately 16.1% of ORGO. The ownership percentages of ORGO following the business combination exclude the AHPAC Class A ordinary shares issuable upon the exercise of the AHPAC warrants and the shares issuable upon exercise of the warrants for ORGO common stock that will be issued in connection with and remain outstanding following the business combination, other than the replacement warrants, and assume (i) the exercise of redemption rights by 100% of AHPAC's public shareholders, (ii) the consummation of the equity financing and the exchange and (iii)(ii) that approximately 96.8 million shares of ORGO common stock are outstanding (including shares of ORGO common stock issuable upon the exercise of outstanding options and replacement warrants, calculated on a treasury stock method basis at a price per share of $7.035). For more information, please see the sections entitled "Summary of the Consent Solicitation/Joint Proxy Statement/Prospectus—Ownership of AHPAC" and "Unaudited Pro Forma Condensed Combined Financial Information." See the section titled "The Business Combination—The Merger Agreement—Equity Financing" beginning on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus for further details regarding the equity financing.






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•

AHPAC's management and the AHPAC Board considered various factors in determining whether to approve the Merger Agreement and the transactions contemplated thereby, including the business combination. See the section entitled "The Business Combination—The AHPAC Board's Reasons for the Approval of the Business Combination" on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus.



•

In addition to voting on the proposals to approve the business combination and the domestication, at the general meeting, the shareholders of AHPAC will be asked to vote on:



•

The Charter Proposals—To consider and vote upon eight separate proposals to approve, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, certain material differences between AHPAC's existing amended and restated




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memorandum and articles of association and the proposed certificate and proposed bylaws of ORGO following the domestication, which we refer to collectively as the "Charter Proposals";





•

Proposal No. 11—The Cayman Charter Amendment Proposal—To consider and vote upon amendments to AHPAC's existing organizational documents to eliminate the limited period of time that AHPAC had to consummate the business combination, to eliminate any requirement to take certain actions as a result of the failure to complete a business combination in such limited period of time, and to ratify the actions of AHPAC and its directors in connection therewith;



•

Proposal No. 12—The Director Election Proposal—To consider and vote upon a proposal to elect eight directors to serve on the ORGO Board until the 2019 annual meeting of shareholders, or until their respective successors are duly elected and qualified, which we refer to as the "Director Election Proposal";



•

Proposal No. 12—13—The Management Incentive Plan Proposal—To consider and vote on a proposal to approve and adopt, assuming the Charter Proposals, the Domestication Proposal and the Business Combination Proposal are all approved and adopted, the Organogenesis 2018 Equity and Incentive Plan (the "2018 Equity Incentive Plan") and the material terms thereunder, which we refer to as the "Management Incentive Plan Proposal". A copy of the 2018 Equity Incentive Plan is attached to the accompanying consent solicitation/joint proxy statement/prospectus as Annex J;



•

Proposal No. 13—14—The NASDAQ Proposal—To consider and vote upon a proposal to approve, assuming the Charter Proposals, the Domestication Proposal and the Business Combination Proposal are all approved and adopted, for purposes of complying with applicable provisions of NASDAQ Listing Rule 5635, the issuance of more than 20% of AHPAC's issued and outstanding ordinary shares (or issued and outstanding common stock following the domestication) to the Organogenesis Stockholders in connection with the business combination and to participants in the equity financing and the exchange and the related change of control, which we refer to as the "NASDAQ Proposal"; and



•

Proposal No. 14—15—Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals to be submitted for shareholder approval at the general meeting, which we refer to as the "Adjournment Proposal."

Please see the sections entitled"Proposal No. 1—The Business Combination Proposal,""Proposal No. 2—The Domestication Proposal," "The Charter Proposals," "Proposal No. 11—The Cayman Charter Amendment Proposal,""Proposal No. 11—12—The Director Election Proposal," "Proposal




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No. 12—13—The Management Incentive Plan Proposal," "Proposal No. 13—14—The NASDAQ Proposal" and"Proposal No. 14—15—The Adjournment Proposal." The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Management Incentive Plan Proposal and the Charter Proposals are approved at the general meeting. Each other proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the Charter Proposals, the Management Incentive Plan Proposal and the NASDAQ Proposal, other than the Adjournment Proposal and the Cayman Charter Amendment Proposal, which isare not conditioned on the approval of any other proposal set forth in this consent solicitation/joint proxy statement/prospectus.

•

The Organogenesis Stockholders will be asked to approve the Merger Agreement and the transactions contemplated by the Merger Agreement by written consentat a special meeting of Organogenesis' stockholders to be held at [    ·    ] on [    ·    ], 2018, at [    ·    ] [a.m.][p.m.], Eastern Time (the "Consent Solicitation""Organogenesis special meeting") For more information about the Consent Solicitation,Organogenesis special meeting, please see the section entitled "Questions and Answers about the Consent Solicitation for Organogenesis Stockholders."



•

Unless waived by the parties to the Merger Agreement, and subject to applicable law, the consummation of the business combination is subject to a number of conditions set forth in the Merger Agreement including, among others, termination of the waiting period under the HSR Act and receipt of certain shareholder approvals contemplated by this consent solicitation/joint proxy




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statement/prospectus. For more information about the closing conditions to the business combination, please see the section entitled "The Merger Agreement—Conditions to Closing of the Business Combination."





•

The Merger Agreement may be terminated at any time prior to the consummation of the business combination upon agreement of AHPAC and Organogenesis. For more information about the termination rights under the Merger Agreement, please see the section entitled "The Merger Agreement—Termination."



•

The proposed business combination involves numerous risks. For more information about these risks, please see the section entitled "Risk Factors."



•

In considering the recommendation of the AHPAC Board to vote for the proposals presented at the general meeting, including the Business Combination Proposal, you should be aware that aside from their interests as shareholders, the sponsor and certain members of the AHPAC Board and officers have interests in the business combination that are different from, or in addition to, the interests of AHPAC's shareholders generally. The AHPAC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the business combination and transaction agreements and in recommending to AHPAC's shareholders that they vote in favor of the proposals presented at the general meeting, including the Business Combination Proposal. Shareholders should take these interests into account in deciding whether to approve the proposals presented at the general meeting, including the Business Combination Proposal. See the sections "The Business Combination—Interests of Certain Persons in the Business Combination" and "—The AHPAC Board's Reasons for the Approval of the Business Combination" for more information.


SUMMARY OF THE CONSENT SOLICITATION/JOINT PROXY STATEMENT/PROSPECTUS


        This summary highlights selected information contained in this consent solicitation/joint proxy statement/prospectus and does not contain all of the information that is important to you. You should read carefully this entire consent solicitation/joint proxy statement/prospectus, including the Annexes and accompanying financial statements of AHPAC and Organogenesis, to fully understand the proposed business combination (as described below) before voting on the proposals to be considered at the general meeting (as described below). Please see the section entitled "Where




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"Where You Can Find More Information" beginning on page[    ·    ] of this consent solicitation/joint proxy statement/prospectus.

        Unless otherwise specified, all share calculations exclude the AHPAC Class A ordinary shares issuable upon the exercise of the AHPAC warrants and the warrants for ORGO common stock that will be issued in connection with and remain outstanding following the business combination and assume (i) the exercise of redemption rights by 100% of AHPAC's public shareholders and (ii) the consummation of the equity financing and the exchange.

Parties to the Business Combination


AHPAC


        AHPAC is a blank check company incorporated on December 4, 2015 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

        AHPAC's publicly traded ordinary shares, units and warrants are currently listed on the NASDAQ Capital Market under the symbols "AHPA," "AHPAU" and "AHPAW," respectively. AHPAC intends to apply to continue the listing of our publicly traded ORGO common stock and warrants on NASDAQ under the symbols "ORGO" and "ORGOW," respectively, upon the closing of the business combination. As a result, AHPAC's publicly traded units may separate into the component securities




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upon consummation of the business combination and, as a result, may no longer trade as a separate security. As of the close of business on October 30, 2018, trading has been suspended on AHPAC's ordinary shares, units and warrants as a result of the redemption on October 31, 2018 of all of AHPAC's public shares. On November 2, 2018, as a result of the redemption of the public shares, NASDAQ issued a delisting notice in respect of the AHPAC units, AHPAC Class A ordinary shares and AHPAC warrants to purchase Class A ordinary shares to AHPAC. AHPAC has until November 9, 2018 to submit an appeal of this decision, which it plans to do in a timely manner.

        The mailing address of AHPAC's principal executive office is 65 East 55th Street, 18th Floor, New York, New York. The telephone number of AHPAC is (212) 593-6900.

Merger Sub


        Merger Sub, a Delaware corporation, is a wholly-owned subsidiary of AHPAC, formed by AHPAC on August 17, 2017, to consummate the business combination. In the business combination, Merger Sub will merge with and into Organogenesis, with Organogenesis continuing as the surviving entity.

        The mailing address of AHPAC's principal executive office is 65 East 55th Street, 18th Floor, New York, New York. The telephone number of AHPAC is (212) 593-6900.

Organogenesis


        Organogenesis is a leading regenerative medicine company focused on the development, manufacture and commercialization of solutions for the Advanced Wound Care and Surgical & Sports Medicine markets. Its products have been shown through clinical and scientific studies to support and in some cases accelerate tissue healing and improve patient outcomes. Organogenesis is advancing the standard of care in each phase of the healing process through multiple breakthroughs in tissue engineering and cell therapy. Its solutions address large and growing markets driven by aging demographics and increases in comorbidities such as diabetes, obesity, cardiovascular and peripheral vascular disease and smoking. Organogenesis offers its differentiated products and in-house customer support to a wide range of health care customers including hospitals, wound care centers, government facilities, ASCs and physician offices. Its mission is to provide integrated healing solutions that substantially improve medical outcomes and the lives of patients while lowering the overall cost of care.




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        Organogenesis offers a comprehensive portfolio of products in the markets it serves that address patient needs across the continuum of care. Organogenesis has and intends to continue to generate data from clinical trials, real world outcomes and health economics research that validate the clinical efficacy and value proposition offered by its products. The majority of the existing and pipeline products in its portfolio have premarket approval applications ("PMA") approval, biologics license applications ("BLA") approval or 510(k) clearance from the United States Food and Drug Administration (the "FDA"). Given the extensive time and cost required to conduct clinical trials and receive FDA approvals, Organogenesis believes that its data and regulatory approvals provide it a strong competitive advantage. Organogenesis' product development expertise and multiple technology platforms provide a robust product pipeline, which it believes will drive future growth.

        Historically Organogenesis has concentrated its efforts in the Advanced Wound Care market. In 2017, Organogenesis acquired NuTech Medical which further expanded its wound care portfolio and broadened its addressable market to include the Surgical & Sports Medicine market. Organogenesis believes the expanded product portfolio facilitated by this acquisition is enhancing the ability of its sales representatives to reach and penetrate customer accounts, contributing to strong growth over time.

        In the Advanced Wound Care market, Organogenesis focuses on the development and commercialization of advanced wound care products for the treatment of chronic and acute wounds, primarily in the outpatient setting. Organogenesis has a comprehensive portfolio of regenerative medicine products, capable of supporting patients from early in the wound healing process through to wound closure regardless of wound type. Organogenesis' Advanced Wound Care products include Apligraf for the treatment of venous leg ulcers ("VLUs") and diabetic foot ulcers ("DFUs"); Dermagraft for the treatment of DFUs; PuraPly AM to address biofilm (densely packed communities of microbial cells that grow on living or inert surfaces and surround themselves with polymers) across a




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broad variety of wound types; and Affinity and NuShield to address a variety of wound sizes and types. Organogenesis has a highly trained and specialized direct wound care sales force paired with exceptional customer support services.

        In the Surgical & Sports Medicine market, Organogenesis focuses on products that support the healing of musculoskeletal injuries, including degenerative conditions such as OA and tendonitis. Organogenesis is leveraging its regenerative medicine capabilities in this attractive, adjacent market. Organogenesis' Surgical & Sports Medicine products include ReNu for in-office joint and tendon applications; NuCel for bony fusion in the spine and extremities; NuShield and Affinity for surgical application in targeted soft tissue repairs; and PuraPly AM for surgical treatment of open wounds. Organogenesis currently sells these products through independent agencies and our growing direct sales force.

        As of June 30, 2018, Organogenesis had approximately 680 employees worldwide. For the six months ended June 30, 2018, Organogenesis generated revenue of $79.1 million, which represents an 16% decrease over the same period in 2017. For the six months ended June 30, 2018, Organogenesis incurred operating expenses of $84.3 million, which represents a 28% increase over the same period in 2017. For the year ended December 31, 2017, Organogenesis generated revenue of $198.5 million, which represented a 43% increase over 2016 and a 100% increase over 2015. For the year ended December 31, 2017, Organogenesis incurred operating expenses of $142.8 million, which represented a 44% increase over 2016 and a 98% increase over 2015.

        The mailing address of Organogenesis' principal executive office is 85 Dan Road, Canton, MA 02021, c/o Lori Freedman, General Counsel. The telephone number of Organogenesis is (781) 575-0775. For more information about Organogenesis, please see the sections entitled "Information About Organogenesis," "Organogenesis Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Management after the business combination."




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The Business Combination Proposal


        On August 17, 2018, AHPAC entered into the Merger Agreement, which provides for, among other things, the merger of Merger Sub with and into Organogenesis, with Organogenesis surviving the merger (the "merger").For more information about the transactions contemplated in the Merger Agreement, please see the sections entitled "The Business Combination" and "The Merger Agreement." A copy of the Merger Agreement is attached to this consent solicitation/joint proxy statement/prospectus asAnnex A.

Consideration to Organogenesis Stockholders in the Business Combination


Holders of Organogenesis common stock


        Subject to the terms and conditions of the Merger Agreement, each share of Organogenesis common stock will be converted into the right to receive 2.03 shares of ORGO Class A common stock.

Holders of Organogenesis Warrants


        Subject to the terms and conditions of the Merger Agreement, each Organogenesis warrant (other than Organogenesis warrants that expire or are deemed automatically net exercised immediately prior to the effective time according to their terms as of the date of the Merger Agreement as a result of the transactions contemplated by the Merger Agreement) will be converted into a new warrant for shares of ORGO Class A common stock ("replacement warrant"). Each replacement warrant shall have, and be subject to, substantially the same terms and conditions set forth in the Organogenesis warrants, except that: (i) the number of shares of ORGO Class A common stock which can be purchased with each replacement warrant shall equal a number of shares equal to (as rounded down to the nearest




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whole number) the product of (A) the number of shares of Organogenesis common stock (on an as-converted to Organogenesis common stock basis) that the Organogenesis warrant entitled the holder thereof to acquire immediately prior to the effective time,multiplied by (B) the exchange ratio; and (ii) the exercise price for each replacement warrant shall be equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Organogenesis warrant (in U.S. Dollars),divided by (B) the exchange ratio.

Holders of Organogenesis Options


        Subject to the terms and conditions of the Merger Agreement, each Organogenesis option will be exchanged for an option to purchase a number of shares of ORGO Class A common stock equal to the number of shares underlying the Organogenesis option multiplied by the exchange ratio (rounded down to the nearest whole number) at an exercise price equal to the exercise price of the Organogenesis option divided by the exchange ratio (as rounded up to the nearest whole cent).

        For more information about the consideration to the Organogenesis Stockholders, please see the section entitled "The Business Combination—Consideration to Organogenesis Stockholders in the Business Combination".

The Domestication Proposal


        As a condition to consummating the merger pursuant to the terms of the Merger Agreement, the AHPAC Board has unanimously approved a change of AHPAC's jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. To effect the domestication, AHPAC will file a notice of de-registration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which AHPAC will be domesticated and continue as a Delaware corporation. After the domestication, AHPAC will change its




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name to "Organogenesis Holdings Inc." We refer to AHPAC following effectiveness of the domestication as "ORGO." On the effective date of the domestication, each currently issued and outstanding AHPAC Class A ordinary share will be exchanged, on a one-for-one basis, for a share of ORGO Class A common stock. Similarly, each currently issued and outstanding AHPAC Class B ordinary share will be exchanged, on a one-for-one basis, for a share of ORGO Class B common stock. In addition, all outstanding warrants to acquire AHPAC Class A ordinary shares will become warrants to acquire a corresponding number of shares of ORGO Class A common stock on the same terms as in effect immediately prior to the effective time of the domestication. No other changes will be made to the terms of any outstanding warrants to acquire AHPAC Class A ordinary shares as a result of the domestication. See the section entitled "Proposal No. 2—The Domestication Proposal".

Related Agreements


Company Support Agreement


        Shortly after the execution and delivery of the Merger Agreement, Organogenesis Stockholders holding approximately 89% of the outstanding shares of common stock of Organogenesis executed and delivered to AHPAC a Company Support Agreement, which is attached hereto asAnnex B. Pursuant to the Company Support Agreement, certain Organogenesis Stockholders agreed, amongst other things, to retain their Organogenesis common stock, to support and vote all of their shares of Organogenesis common stock in favor of the business combination and otherwise to act in a manner consistent with support of the business combination. See the sections titled "The Merger Agreement—Related Agreements—Company Support Agreement" beginning on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus for more information.

Parent Support Agreement


        Shortly after the execution and delivery of the Merger Agreement, the sponsor entered into a Parent Support Agreement, which is attached hereto asAnnex C, with Organogenesis. Pursuant to the Parent Support Agreement, sponsor agreed, amongst other things, that it would retain ownership of the founder shares, except as contemplated by the Parent Sponsor Letter, and to vote in favor of the business combination at any meeting of the shareholders of AHPAC and otherwise to act in a manner consistent with support of the business combination. See the sections




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titled "The Merger Agreement—Related Agreements—Parent Support Agreement" beginning on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus for more information.

Trust Termination Letter


        Pursuant to the closing of the business combination, AHPAC will deliver to the transfer agent a Trust Termination Letter, substantially in the form attached hereto asAnnex D. The Trust Termination Letter provides notice and instructions to the trustee with respect to the transfer of funds from AHPAC's trust account following the business combination. See the sections titled "The Merger Agreement—Related Agreements—Trust Termination Letter" beginning on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus for more information.

Amended and Restated Registration Rights Agreement


        At or prior to the closing of the business combination, AHPAC, the sponsor and the restricted stockholders will enter into an Amended and Restated Registration Rights Agreement in respect of the shares of ORGO common stock and ORGO warrants issued to the restricted stockholders in connection with the business combination, providing for, among other things, customary registration rights, including demand and piggy-back rights, subject to cut-back provisions, substantially in the form attached hereto asAnnex E. See the section titled "The Merger Agreement—Related Agreements—




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Amended and Restated Registration Rights Agreement" beginning on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus for more information.

Exchange Agreement


        Concurrently with the execution and delivery of the Merger Agreement, certain creditors of Organogenesis executed and delivered to AHPAC an Exchange Agreement, which is attached hereto asAnnex F, and. Pursuant to the transactions contemplated thereby will be consummatedExchange Agreement, concurrently with the closing of the business combination.combination, a portion of the Organogenesis Insider Debt will be converted into shares of ORGO Class A common stock and AHPAC will make a cash payment to such Insider Lenders in satisfaction of the remaining portion of the obligations under the Organogenesis Insider Debt. See the section titled "The Merger Agreement—Related Agreements—Exchange Agreement" beginning on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus for more information.

Subscription Agreements


        Concurrently with the execution and delivery of the Merger Agreement, the PIPE Investors entered into a Subscription Agreementsubscription agreement with AHPAC (the "PIPE Subscription Agreement"), which is attached hereto asAnnex G. Pursuant to the PIPE Subscription Agreement, the PIPE Investors agreed to purchase an aggregate of 9,022,741 shares of ORGO Class A common stock and an aggregate of 4,100,000 warrants to purchase one-half of one share of ORGO Class A common stock immediately following the domestication, for an aggregate purchase price of $46 million. We refer to the transactions contemplated by the PIPE Subscription Agreement as the "equity financing". See the section titled "The Merger Agreement—Related Agreements—PIPE Subscription Agreement" beginning on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus for more information.

        Also, concurrently with the execution of the Merger Agreement, the PIPE Investors entered into a subscription agreement with Organogenesis (the "Initial Subscription Agreement") and purchased 3,221,050 shares of Organogenesis common stock for an aggregate purchase price of $46 million. We refer to the transactions contemplated by the Initial Subscription Agreement and the PIPE Subscription Agreement together as the "private investment".

Parent Sponsor Letter Agreement


        Concurrently with the execution and delivery of the Merger Agreement, the Class B Holders entered into the Parent Sponsor Letter Agreement with AHPAC, which is attached hereto asAnnex H. Pursuant to the Parent Sponsor Letter, Class B Holders agreed to surrender to AHPAC an aggregate of 1,937,500 AHPAC Class B ordinary shares at the time of the execution and delivery of the Merger Agreement, and also agreed to surrender an additional 4,421,507 AHPAC Class B ordinary shares and 16,400,000 private placement warrants at the time of the consummation of the business combination. See the section titled "The Merger Agreement—Related Agreements—Parent Sponsor Letter Agreement" beginning on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus for more information.

Stockholders Agreement


        At or prior to the closing of the business combination, the PIPE Investors, ORGO and certain Organogenesis Stockholders will enter into a Stockholders Agreement providing for nomination rights of the PIPE Investors with respect to one director and one observer to the Board of ORGO along with other information and access rights, substantially in the form attached hereto asAnnex I. See the section titled "The Merger Agreement—




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Related Agreements—Stockholders Agreement" beginning on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus for more information.




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Controlling Stockholders Agreement


        In connection with the closing of the business combination, ORGO and the Controlling Entities (controlling more than 50% of the voting power for the election of directors) will enter into a Controlling Stockholders Agreement providing for nomination rights of the Controlling Entities with respect to four directors of ORGO and qualifying ORGO as a "controlled company" under the NASDAQ listing rules, substantially in the form attached hereto as Annex O. See the section titled "The Merger Agreement—Related Agreements—Controlling Stockholders Agreement" beginning on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus for more information.

Organizational Structure


        The following diagram depicts the current ownership structure of Organogenesis (percentages shown as basic ownership):



        The following diagram, which is subject to change based upon the actual amount of any redemptions by AHPAC's current public shareholders in connection with the business combination,




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        The following diagram illustrates the ownership structure of ORGO immediately following the business combination (percentages shown reflect the assumptions described in the paragraph below):



        The ownership percentages of ORGO following the business combination exclude the AHPAC Class A ordinary shares issuable upon the exercise of the AHPAC warrants and the shares issuable upon exercise of the warrants for ORGO common stock that will be issued in connection with and remain outstanding following the business combination, other than the replacement warrants, and assume (i) the exercise of redemption rights by 100% of AHPAC's public shareholders, (ii) the consummation of the equity financing and the exchange and (iii)(ii) that approximately 96.8 million shares of ORGO common stock are outstanding (including shares of ORGO common stock issuable upon the exercise of outstanding options and replacement warrants, calculated on a treasury stock method basis at a price per share of $7.035). It is anticipated that, upon completion of the business combination: (i) AHPAC's public shareholders will retain no ownership in ORGO; (ii) the sponsor will own approximately 1.4% of ORGO; (iii) the Organogenesis Stockholders will own approximately 82.5% of ORGO (including the shares issued to the Insider Lenders in connection with the exchange and excluding shares held by the PIPE Investors); and (iv) the PIPE Investors will own approximately 16.1% of ORGO.

Redemption Rights


        Pursuant to AHPAC's existing amended and restated memorandum and articles of association, a holder of AHPAC's public shares may request that AHPAC redeem all or a portion of such shareholder's public shares (which will become shares of ORGO common stock in the domestication) for cash if the business combination is consummated. HoldersAs of unitsthe date of AHPAC (the "AHPAC units") must elect to separate the underlyingthis joint proxy statement/prospectus, all of AHPAC's public shares and warrants ("public warrants") prior to exercising redemption rights with respect to the public shares. If holders hold their AHPAC units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the AHPAC units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. For the purposes of Article 49.3 of AHPAC's amended and restated memorandum and articles of association and the Cayman Islands Companies Law (2018 Revision), the exercise of redemption rights




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shall be treated as an election to have such public shares repurchased for cash and references in this consent solicitation/proxy statement/prospectus shall be interpreted accordingly.

        If a public shareholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, AHPAC will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of the business combination, including interest, less income taxes payable, divided by the number of then issued and outstanding public shares;provided that AHPAC will not redeem any AHPAC Class A ordinary shares issued in the IPO to the extent that such redemption would result in AHPAC having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. The initial shareholders have agreed to waive their redemption rights with respect to their founder shares and with respect to any public shares they may hold in connection with the consummation of the business combination. The outstanding founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, as of [    ·    ], 2018, this would have amounted to approximately $[    ·    ] per public share. Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a "group" (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the AHPAC Class A ordinary shares included in the units sold in the IPO.

        If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to AHPAC's transfer agent in accordance with the procedures described herein. If the business combination is not consummated, the public shares will not be redeemed for cash. Please see the section entitled "Special Meeting of AHPAC Shareholders—Redemption Rights" for the procedures to be followed if you wish to redeem your shares for cash.been redeemed.

Board of Directors of AHPAC Following the Business Combination


        Upon consummation of the business combination, the AHPAC Board anticipates increasing its initial size from six directors to eight directors. Please see the sections entitled "Proposal No. 12—The Director Election Proposal" and "Management After the Business Combination" for additional information.




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The Charter Proposals


        To consider and vote upon eight separate proposals to approve, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the following material differences between AHPAC's existing amended and restated memorandum and articles of association and the proposed certificate and proposed bylaws of ORGO upon the domestication:

3.

Proposal No. 3—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize that directors may only be removed for cause;



4.

Proposal No. 4—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize that only the Board, chairperson of the board of directors or chief executive offer may call a meeting of stockholders;



5.

Proposal No. 5—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize removal of the ability of stockholders to take action by written consent in lieu of a meeting;



6.

Proposal No. 6—To consider and vote upon an amendment to AHPAC's existing organizational documents to require the affirmative vote of holders of a majority of the voting




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power of ORGO's then issued and outstanding shares of stock entitled to amend the proposed certificate;





7.

Proposal No. 7—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation;



8.

Proposal No. 8—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize ORGO to permit the ORGO Sponsors to engage in competitive businesses and renounce certain corporate opportunities offered to the ORGO Sponsors or any of their managers, officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than ORGO and its subsidiaries) that are not expressly offered to them in their capacities as directors or officers of ORGO;



9.

Proposal No. 9—To consider and vote upon an amendment to AHPAC's existing organizational documents to approve the authorized number of shares of ORGO common stock contained in the proposed certificate; and



10.

Proposal No. 10—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize other changes to ORGO's organizational documents resulting from the domestication and business combination, including changing the post-business combination corporate name from "Avista Healthcare Public Acquisition Corp." to "Organogenesis Holdings Inc." and removing certain provisions relating to our status as a blank-check company that will no longer apply upon consummation of the business combination.

        We refer to Proposals No. 3-10 collectively as the "Charter Proposals". Please see the sections entitled "The Charter Proposals" for more information.

Other Proposals


        In addition, the shareholders of AHPAC will be asked to vote on:

•

a proposal to vote upon amendments to AHPAC's existing organizational documents to eliminate the limited period of time that AHPAC had to consummate the business combination, to eliminate any requirement to take certain actions as a result of the failure to complete a business combination in such limited period of time, and to ratify the actions of AHPAC and its




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directors in connection therewith, which we refer to as Proposal No. 11—the Cayman Charter Amendment Proposal;

•

a proposal to elect eight directors to the ORGO Board, effective upon the consummation of the business combination, in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death, which we refer to as Proposal No. 11—12—the Director Election Proposal;



•

a proposal to approve and adopt, assuming the Charter Proposals, the Domestication Proposal and the Business Combination Proposal are all approved and adopted, the Organogenesis 2018 Equity and Incentive Plan (the "2018 Equity Incentive Plan") and the material terms thereunder, which we refer to as Proposal No. 12—13—the Management Incentive Plan Proposal;



•

a proposal to approve, assuming the Charter Proposals, the Domestication Proposal and the Business Combination Proposal are all approved and adopted, for purposes of complying with applicable provisions of NASDAQ Listing Rule 5635, the issuance of more than 20% of AHPAC's issued and outstanding ordinary shares (or issued and outstanding common stock following the domestication) to the Organogenesis Stockholders in connection with the business combination and to participants in the equity financing and the exchange and the related change of control, which we refer to as Proposal No. 13—14—the NASDAQ Proposal; and



•

a proposal to adjourn the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals to be submitted for shareholder approval at the general meeting, which we refer to as Proposal No. 14—15—the Adjournment Proposal.




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        Please see the sections entitled "The Charter Proposals," "Proposal No. 11—The Cayman Charter Amendment Proposal", "Proposal No. 12—The Director Election Proposal," "Proposal No. 12—13—The Management Incentive Plan Proposal," "Proposal No. 13—14—The NASDAQ Proposal" and "Proposal No. 14—15—The Adjournment Proposal" for more information.

Date, Time and Place of the AHPAC general meeting


        The general meeting will be held on [    ·    ] at [    ·    ] Eastern Time at the offices of Weil, Gotshal & Manges, LLP located at 767 Fifth Avenue, New York, New York, 10153, or at such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date
for the AHPAC general meeting

        Only AHPAC's shareholders of record at the close of business on [    ·    ], 2018, the record date for the general meeting, will be entitled to vote at the general meeting. You are entitled to one vote for each AHPAC ordinary share that you owned as of the close of business on the record date. If your shares are held in "street name" or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were [    ·    ]5,812,500 ordinary shares outstanding and entitled to vote, of which [    ·    ]none are AHPAC Class A ordinary shares and [    ·    ]5,812,500 are AHPAC Class B ordinary shares held by the initial shareholders.

Accounting Treatment


        The business combination will be accounted for as a "reverse merger" in accordance with U.S. GAAP. Under this method of accounting AHPAC will be treated as the "acquired" company for financial reporting purposes. This determination is primarily based on Organogenesis' equityholders expecting to have a majority of the voting power of the combined company, Organogenesis comprising




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the ongoing operations of the combined entity, Organogenesis comprising a majority of the governing body of the combined company, and Organogenesis' senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the business combination will be treated as the equivalent of Organogenesis issuing stock for the net assets of AHPAC, accompanied by a recapitalization. The net assets of AHPAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination will be those of Organogenesis.

Appraisal Rights


AHPAC shareholders


        Appraisal rights are not available to AHPAC's shareholders in connection with the business combination.

Proxy Solicitation

        Proxies may be solicited by mail. AHPAC has engaged MacKenzie Partners to assist in the solicitation of proxies.

        If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the general meeting. A shareholder may also change its vote by submitting a later-dated proxy, as described in the section entitled "Special Meeting of AHPAC Shareholders—Revoking Your Proxy."

Interests of Certain Persons in the Business Combination

        In considering the recommendation of the AHPAC Board to vote in favor of the business combination, shareholders should be aware that aside from their interests as shareholders, the sponsor and certain members of the AHPAC Board and officers have interests in the business combination that are different from, or in addition to, those of other shareholders generally. The AHPAC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the business combination, and in recommending to shareholders that they approve the business combination. Shareholders should take these interests into account in deciding whether to approve the business combination.

        See the section titled "The Business Combination—Interests of Certain Persons in the Business Combination" for more information.

Reasons for the Approval of the Business Combination

        After careful consideration, the AHPAC Board recommends that the shareholders vote "FOR" each proposal being submitted to a vote at the general meeting. For more information about AHPAC's decision-making process, please see the section entitled "The Business Combination—The AHPAC Board's Reasons for the Approval of the Business Combination."

Conditions to Closing of the Business Combination

Organogenesis stockholdersConditions to Each Party's Obligations


        The respective obligations of each of the parties to the Merger Agreement to effect the transactions contemplated by the Merger Agreement are subject to the satisfaction of each of the following conditions:

•

The approval of the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Charter Proposals, the Director Election Proposal and the Management Incentive Plan Proposal shall have been obtained;




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•

The Company stockholder approval shall have been obtained;



•

The applicable waiting period under the HSR Act shall have expired or been terminated or such approval shall have otherwise been obtained and no order prohibiting the merger shall be in effect;



•

AHPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act);



•

This registration statement shall have been declared effective and remain effective;



•

The shares of ORGO Class A common stock shall be listed on NASDAQ upon the Closing, subject to any compliance extension or ability to remedy non-compliance, in each case as permitted by the NASDAQ continued listing rules; and



•

The equity financing shall have been consummated.

        The penultimate and ultimate conditions listed above may only be waived by mutual agreement of Organogenesis and AHPAC; the balance of the conditions listed above are not subject to waiver by either party.

Conditions to AHPAC's Obligations


        The obligations of AHPAC and Merger Sub to effect the transactions contemplated by the Merger Agreement are subject to the satisfaction at or prior to the Closing Date of certain conditions (any or all of which may be waived in writing in whole or in part exclusively by AHPAC), including, among others, (i) Organogenesis must have performed and complied in all material respects with all obligations required to be performed or complied with by Organogenesis under the Merger Agreement at or prior to the Closing Date, (ii) the Company Support Agreements shall have been executed and delivered by stockholders of Organogenesis holding at least a majority of the outstanding shares of Organogenesis common stock, and such Company Support Agreements shall be in full force and effect, (iii) the Debt Consents shall remain in full force and effect, (iv) the Exchange Agreement shall have been consummated, and (v) FIRPTA Certificates shall have been furnished to AHPAC.

Conditions to Organogenesis's Obligations


        The obligations of Organogenesis to effect the transactions contemplated by the Merger Agreement are subject to the satisfaction at or prior to the Closing Date of certain conditions (any or all of which may be waived in writing in whole or in part exclusively by Organogenesis), including, among others, (i) AHPAC and Merger Sub must have performed and complied in all material respects with all obligations required to be performed or complied with under the Merger Agreement at or prior to the Closing Date, (ii) the Parent Support Agreement shall have been delivered by the Sponsor and be in full force and effect, (iii) the Registration Rights Agreement shall have been executed and delivered and be in full force and effect, (iv) AHPAC shall have made all appropriate arrangements to have the trust account disbursed to the Company, and (v) the required persons have resigned from all of their positions and offices with AHPAC and Merger Sub.

        Please see the section entitled "The Merger Agreement—Conditions to Closing of the Business Combination" for additional information.

Regulatory Matters

        Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission ("FTC"), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice ("Antitrust Division") and the FTC and certain waiting period requirements have been satisfied. The business combination is subject to




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these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. On August 31, 2018, AHPAC, the PIPE Investors and Organogenesis filed the required forms under the HSR Act with the Antitrust Division and the FTC and requested early termination. Early termination was granted on September 11, 2018.

        At any time before or after consummation of the business combination, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the business combination. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. AHPAC cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the business combination on antitrust grounds, and, if such a challenge is made, AHPAC cannot assure you as to its result. Neither AHPAC nor Organogenesis is aware of any material regulatory approvals or actions that are required for completion of the business combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Quorum and Required Vote for Proposals for the general meeting

        A quorum of AHPAC's shareholders is necessary to hold a valid meeting. A quorum will be present at the general meeting if a majority of the ordinary shares outstanding and entitled to vote at the general meeting is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

        The approval of each of the Domestication Proposal and each of the Charter Proposals requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. Accordingly, if an AHPAC shareholder fails to vote by proxy or to vote in person at the general meeting, their shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Domestication Proposal or any of the Charter Proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the vote with respect to the Domestication Proposal and the Charter Proposals.

        The approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. Accordingly, if an AHPAC shareholder fails to vote by proxy or to vote in person at the general meeting, their shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Business Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the vote with respect to the Business Combination Proposal. The initial shareholders have agreed to vote their founder shares in favor of the business combination. Currently, the initial shareholders own 100% of AHPAC's issued and outstanding ordinary shares, including all of the outstanding founder shares.

        The approval of the NASDAQ Proposal, the Director Election Proposal, the Management Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. Accordingly, if an AHPAC shareholder fails to vote by proxy




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or to vote in person at the general meeting, their shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the NASDAQ Proposal or the Director Election Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the vote with respect to the NASDAQ Proposal, the Director Election Proposal, the Management Incentive Plan Proposal and the Adjournment Proposal. The approval of the Cayman Charter Amendment Proposal requires the affirmative vote of holders of one hundred percent (100%) of the ordinary shares entitled to vote thereon at the general meeting. Failure to vote by proxy or in person at the general meeting and abstentions will have the same effect as a vote"AGAINST" this proposal.

        The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Management Incentive Plan Proposal and the Charter Proposals are approved at the general meeting. Each of the Business Combination Proposal, the Domestication Proposal, the NASDAQ proposal and the Charter Proposals are cross-conditioned on the approval of each other. Each other proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal and the Charter Proposals, other than the Adjournment Proposal and the Cayman Charter Amendment Proposal, which are not conditioned on the approval of any other proposal set forth in this joint proxy statement/prospectus.It is important for you to note that in the event that the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal or the Charter Proposals do not receive the requisite vote for approval, we will not consummate the business combination.

Recommendation to AHPAC's Shareholders

The AHPAC Board believes that each of the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Charter Proposals, the Cayman Charter Amendment Proposal the Director Election Proposal, the Management Incentive Plan Proposal and the Adjournment Proposal to be presented at the general meeting is in the best interests of AHPAC and AHPAC's shareholders and unanimously recommends that its shareholders vote "FOR" each of the proposals.

        When you consider the recommendation of the AHPAC Board in favor of approval of the Business Combination Proposal, you should keep in mind that the sponsor and certain members of the AHPAC Board and officers have interests in the business combination that are different from or in addition to (or which may conflict with) your interests as a shareholder. Shareholders should take these interests into account in deciding whether to approve the business combination. For a discussion of these interests, please see the section titled "Extraordinary General Meeting of AHPAC Shareholders—Recommendation to AHPAC's Shareholders" beginning on page [    ·    ] of this joint proxy statement/prospectus.

Risk Factors

        In evaluating the business combination and the proposals to be considered and voted on at the general meeting, you should carefully review and consider the risk factors set forth under the section entitled "Risk Factors" beginning on page [    ·    ] of this joint proxy statement/prospectus. These risks include the following:

•

The FDA may determine that certain of Organogenesis' products that are, or are derived from, human cells or tissues do not qualify for regulation solely under Section 361 of the Public Health Services Act, or PHSA. To the extent that any of these products are deemed not to be HCT/Ps or Section 361 HCT/Ps, the FDA may require that Organogenesis revise its labeling and marketing claims for these products or that it suspend sales of such products until FDA approval is obtained, which could adversely affect our business, results of operations and financial condition. In addition, to the extent that the FDA may determine that certain of its products




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that are, or are derived from, human cells or tissues do not qualify for regulation solely under Section 361 of the PHSA, the introduction of new tissue products would become more expensive, expansion of tissue product offerings could be significantly delayed, and Organogenesis could be subject to additional post-market regulatory requirements.

•

We expect to be a "controlled company" within the meaning of Nasdaq Global Market rules and, as a result, we will qualify for exemptions from certain corporate governance requirements. We expect that Alan A. Ades, Albert Erani and Glenn H. Nussdorf, members of our board of directors, together with Dennis Erani, Starr Wisdom and certain of their respective affiliates, who we refer to collectively as the Controlling Entities, will control a majority of the voting power of AHPAC's outstanding common stock after completion of the business combination and, as a result, the Controlling Entities will effectively control the outcome of all matters requiring shareholder approval, including charter amendments, mergers, consolidations and asset sales. Accordingly, following the business combination, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements and the interests of the Controlling Entities and their affiliates may not coincide with the interests of other holders of ORGO common stock.

        The occurrence of one or more of the events or circumstances described in the section entitled "Risk Factors", alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of AHPAC and Organogenesis to complete the business combination, and (ii) the business, cash flows, financial condition and results of operations of ORGO following consummation of the business combination.

Special Meeting of Organogenesis Stockholders


Date, Time and Place of Special Meeting of Organogenesis' Stockholders


        The special meeting will be held at [    ·    ] Eastern Time on [    ·    ], 2018 at [    ·    ], or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date of Special Meeting of Organogenesis' Stockholders


        Organogenesis stockholders will be entitled to vote on the matters presented at the special meeting, which are fully set forth in this joint proxy statement/prospectus. Each share of Organogenesis common stock will be entitled to vote or direct votes to be cast at the special meeting if you owned Organogenesis common stock at the close of business on the Organogenesis record date. You are entitled to one vote for each share of Organogenesis common stock that you held of record as of the close of business on the Organogenesis record date. On the Organogenesis record date, there were [    ·    ] shares of Organogenesis common stock outstanding.

Quorum and Vote of Organogenesis Stockholders


Quorum and Required Vote for Proposals for the Special Meeting

        A quorum of Organogenesis stockholders is necessary to hold a valid meeting. The presence, in person or by proxy, of a majority of the issued and outstanding shares of Organogenesis common stock entitled to vote constitutes a quorum at the special meeting. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the special meeting. As of the Organogenesis record date, [    ·    ] shares of Organogenesis common stock would be required to achieve a quorum. The proposals presented at the special meeting require the following votes:

•

Organogenesis Business Combination Proposal:  The Organogenesis Business Combination Proposal requires the approval of a majority of the outstanding shares of Organogenesis




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common stock entitled to vote under the Organogenesis certificate of incorporation and the DGCL.

•

Organogenesis Adjournment Proposal:  The affirmative vote of the holders of a majority of the shares of Organogenesis common stock present in person or represented by proxy at the special meeting is required to adjourn the special meeting.

Appraisal Rights


        Pursuant to Section 262 of the DGCL, which is attached to this joint proxy statement/prospectus asAnnex P, holders of Organogenesis common stock who comply with the applicable requirements of Section 262 of the DGCL and do not otherwise withdraw or lose the right to appraisal under Delaware law have the right to seek appraisal of the fair value of their shares of Organogenesis common stock, as determined by the Delaware Court of Chancery, if the business combination is completed. The "fair value" of your shares of Organogenesis common stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the value of the consideration to which you are otherwise entitled under the terms of the Merger Agreement. Holders of Organogenesis common stock who do not consent to the adoption of the Merger Agreement and who wish to preserve their appraisal rights must so advise Organogenesis by submitting




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a demand for appraisal within the period described by Section 262 of the DGCL after receiving a notice from Organogenesis that appraisal rights are available to them, and must otherwise precisely follow the procedures prescribed under Section 262 of the DGCL. Failure to follow any of the statutory procedures set forth in Section 262 of the DGCL will result in the loss or waiver of appraisal rights under Delaware law. In view of the complexity of Section 262 of the DGCL, Organogenesis stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors. Please see the section titled "Appraisal Rights" beginning on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus.

Proxy Solicitation for Organogenesis


        Proxies may be solicited by mail. AHPAC has engaged MacKenzie Partners to assistmail, telephone or in the solicitation of proxies.

person. If a shareholderstockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the generalspecial meeting. A shareholderstockholder also may also change its vote by submitting a later-dated proxy as described in the section entitled "Special Meeting of AHPAC Shareholders—Revoking Your Proxy." on page [    ·    ].

Interests of Certain PersonsOrganogenesis' Directors and Officers in the Business Combination


        In consideringWhen you consider the recommendation of the AHPACOrganogenesis' Board to vote in favor of the business combination, shareholders should be aware that aside from their interests as shareholders, the sponsor and certain membersapproval of the AHPAC BoardOrganogenesis Business Combination Proposal, you should keep in mind that Organogenesis' directors and officers have interests in the business combinationsuch proposal that are different from, or in addition to, those of other shareholdersOrganogenesis stockholders generally. The AHPAC Board was aware of and considered theseThese interests include, among other matters, in evaluating and negotiatingthings, the business combination, and in recommending to shareholders that they approve the business combination. Shareholders should take these interests into account in deciding whether to approve the business combination.

        See the section titled "The Business Combination—Interests of Certain Persons in the Business Combination" for more information.

Reasons for the Approval of the Business Combination


        After careful consideration, the AHPAC Board recommends that the shareholders vote "FOR" each proposal being submitted to a vote at the general meeting. For more information about AHPAC's decision-making process, please see the section entitled "The Business Combination—The AHPAC Board's Reasons for the Approval of the Business Combination."

Conditions to Closing of the Business Combination


Conditions to Each Party's Obligations


        The respective obligations of each of the parties to the Merger Agreement to effect the transactions contemplated by the Merger Agreement are subject to the satisfaction, or written waiver by both AHPAC and Organogenesis, of each of the following conditions:listed below:

•

The affirmative vote (in person or by proxy)fact that each of Organogenesis' directors and officers will continue to be directors and officers of ORGO after the consummation of the holders of a majoritybusiness combination. As such, in the future they will receive any cash fees, stock options, stock awards or a two-thirds majority (as applicable) ofother remuneration that the issuedORGO Board determines to pay to its directors and outstanding ordinary shares entitled to vote thereon in favor of the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Charter Proposals, the Director Election Proposal and the Management Incentive Plan Proposal shall have been obtained;officers.



•

The Company stockholder approval shall have been obtained;Upon completion of the business combination and the issuance of ORGO common stock in the business combination assuming that ORGO issues 74,307,921 shares of ORGO Class A common stock to former equityholders of Organogenesis pursuant to the merger agreement and 6,502,679 shares of ORGO common stock issued in connection with the conversion of the Insider Debt, the directors and officers of Organogenesis will collectively beneficially own approximately 70.2% of the outstanding stock of ORGO.




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•

The applicable waiting period underexistence of financial and personal interests of one or more Organogenesis directors may result in a conflict of interest on the HSR Act shall have expiredpart of such director(s) between what he, she or been terminated or such approval shall have otherwise been obtained and no order prohibitingthey may believe is best for Organogenesis. See the merger shall be in effect;



•

AHPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act);



•

This registration statement shall have been declared effective and remain effective;



•

The shares of ORGO Class A common stock shall be listed on NASDAQ upon the Closing, subject to any compliance extension or ability to remedy non-compliance, in each case as permitted by the NASDAQ continued listing rules; and



•

The equity financing shall have been consummated.

Conditions to AHPAC's Obligations


        The obligations of AHPAC and Merger Sub to effect the transactions contemplated by the Merger Agreement are subject to the satisfaction of certain conditions (any or all of which may be waived in writing in whole or in part exclusively by AHPAC), including, among others, (i) Organogenesis must have performed and complied in all material respects with all obligations required to be performed or complied with by Organogenesis under the Merger Agreement at or prior to the Closing Date, (ii) Organogenesis shall have delivered the Company Support Agreement, (iii) the Debt Consents shall remain in full force and effect and (iv) the Exchange Agreements shall have been consummated.

Conditions to Organogenesis's Obligations


        The obligations of Organogenesis to effect the transactions contemplated by the Merger Agreement are subject to the satisfaction at or prior to the Closing Date of certain conditions (any or all of which may be waived in writing in whole or in part exclusively by Organogenesis), including, among others, (i) AHPAC and Merger Sub must have performed and complied in all material respects with all obligations required to be performed or complied with under the Merger Agreement at or prior to the Closing Date, (ii) there shall have been no material adverse effect on Parent and (iii) Parent shall have delivered the Parent Support Agreement.

        Please see the sectionsections entitled "The Merger Agreement—ConditionsRisk Factors" and "Organogenesis Special Meeting—Recommendation to Closing of the Business CombinationOrganogenesis Stockholders" for additional information.

Regulatory Matters


        Under the HSR Acta further discussion of this and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission ("FTC"), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice ("Antitrust Division") and the FTC and certain waiting period requirements have been satisfied. The business combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. On [    ·    ], 2018, AHPAC, the PIPE Investors and Organogenesis filed the required forms under the HSR Act with the Antitrust Division and the FTC and requested early termination.

        At any time before or after consummation of the business combination, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the business combination. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. AHPAC cannot assure




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you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the business combination on antitrust grounds, and, if such a challenge is made, AHPAC cannot assure you as to its result. Neither AHPAC nor Organogenesis is aware of any material regulatory approvals or actions that are required for completion of the business combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Quorum and Required Vote for Proposals for the general meeting


        A quorum of AHPAC's shareholders is necessary to hold a valid meeting. A quorum will be present at the general meeting if a majority of the ordinary shares outstanding and entitled to vote at the general meeting is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

        The approval of each of the Domestication Proposal and each of the Charter Proposals requires the affirmative vote of holders of two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon at the general meeting. Accordingly, if an AHPAC shareholder fails to vote by proxy or to vote in person at the general meeting, their shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Domestication Proposal or any of the Charter Proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established and will have the same effect as a vote"AGAINST" the Domestication Proposal and the Charter Proposals.

        The approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon at the general meeting. Accordingly, if an AHPAC shareholder fails to vote by proxy or to vote in person at the general meeting, their shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Business Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established and will have the same effect as a vote"AGAINST" the Business Combination Proposal. The initial shareholders have agreed to vote their founder shares and any public shares they may hold in favor of the business combination. Currently, the initial shareholders own approximately 15.8% of AHPAC's issued and outstanding ordinary shares, including all of the outstanding founder shares.

        The approval of the NASDAQ Proposal, the Director Election Proposal, the Management Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon at the general meeting. Accordingly, if an AHPAC shareholder fails to vote by proxy or to vote in person at the general meeting, their shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the NASDAQ Proposal or the Director Election Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established and will have the same effect as a vote"AGAINST" the NASDAQ Proposal, the Director Election Proposal, the Management Incentive Plan Proposal and the Adjournment Proposal.

        The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Management Incentive Plan Proposal and the Charter Proposals are approved at the general meeting. Each of the Business Combination Proposal, the Domestication Proposal, the NASDAQ proposal and the Charter Proposals




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are cross-conditioned on the approval of each other. Each other proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal and the Charter Proposals, other than the Adjournment Proposal, which is not conditioned on the approval of any other proposal set forth in this consent solicitation/proxy statement/prospectus.It is important for you to note that in the event that the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal or the Charter Proposals do not receive the requisite vote for approval, we will not consummate the business combination. If AHPAC does not consummate the business combination and fail to complete an initial business combination by October 14, 2018, or if the extension is approved, February 15, 2019, AHPAC will be required to dissolve and liquidate the trust account by returning the then remaining funds in such account to public shareholders.risks.

Recommendation to AHPAC's ShareholdersStockholders of Organogenesis


        The AHPACOrganogenesis's Board believes that each of the Organogenesis Business Combination Proposal the Domestication Proposal, the NASDAQ Proposal, the Charter Proposals, the Director Election Proposal, the Management Incentive Plan Proposal and the Organogenesis Adjournment Proposal to be presented at the general meeting isare in the best interestsinterest of AHPACOrganogenesis' stockholders and AHPAC's shareholders and unanimously recommends that its shareholdersstockholders vote "FOR" each of the proposals.

        When you consider the recommendation of the AHPAC Board in favor of approval of theOrganogenesis Business Combination Proposal you should keep in mind thatand "FOR" the sponsor and certain members of the AHPAC Board and officers have interests in the business combination that are different from or in addition to (or which may conflict with) your interests as a shareholder. Shareholders should take these interests into account in deciding whether to approve the business combination. For a discussion of these interests, please see the section titled "Special Meeting of AHPAC Shareholders—Recommendation to AHPAC's Shareholders" beginning on page [    ·    ] of this consent solicitation/proxy statement/prospectus.

Risk Factors


        In evaluating the business combination and the proposals to be considered and voted on at the general meeting, you should carefully review and consider the risk factors set forth under the section entitled "Risk Factors" beginning on page [    ·    ] of this consent solicitation/proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of AHPAC and Organogenesis to complete the business combination, and (ii) the business, cash flows, financial condition and results of operations of ORGO following consummation of the business combination.

Organogenesis Stockholders Consent Solicitation


        Organogenesis Stockholders should refer to the section titled "Organogenesis Solicitation Of Written Consents" beginning on page [    ·    ] of this consent solicitation/proxy statement/prospectus for additional information regarding the Consent Solicitation.Adjournment Proposal.




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RISK FACTORS


        You should carefully review and consider the following risk factors and the other information contained in this consent solicitation/joint proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the business combination and the proposals to be voted on at the general meeting. The following risk factors apply to the business and operations of Organogenesis and will also apply to the business and operations of ORGO following the completion of the business combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the business combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of ORGO. You should carefully consider the following risk factors in addition to the other information included in this consent solicitation/joint proxy statement/prospectus, including matters addressed in the section entitled "Cautionary Note Regarding Forward-Looking Statements." ORGO may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair ORGO's business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Related to Organogenesis and its business


        Unless the context otherwise requires, for purposes of this section, the terms "we," "us," "the Company," "Organogenesis" or "our company" refer to Organogenesis and its subsidiaries as they currently exist under Delaware law.

Our operating results may fluctuate significantly as a result of a variety of factors, many of which are outside of our control.

        We are subject to the following factors, among others, that may negatively affect our operating results:

•

the announcement or introduction of new products by our competitors;



•

failure of government health benefit programs and private health plans to cover our products or to timely and adequately reimburse the users of our products;



•

the rate of reimbursement for purchases of our products by government and private insurers;



•

whether our products are granted pass-through reimbursement status or included in the "bundled" reimbursement structure;



•

our ability to upgrade and develop our systems and infrastructure to accommodate growth;



•

our ability to attract and retain key personnel in a timely and cost effective manner;



•

the amount and timing of operating costs and capital expenditures relating to the expansion of our business, operations and infrastructure;



•

changes in, or enactment of new laws or regulations promulgated by federal, state or local governments;



•

cost containment initiatives or policies developed by government and commercial payers that create financial incentives not to use our products;



•

our inability to demonstrate that our products are cost-effective or superior to competing products;



•

initiation of a government investigation into potential non-compliance with laws or regulations;




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•

sanctions imposed by federal or state governments due to non-compliance with laws or regulations;



•

recall of one or more of our products by the FDA due to noncompliance with FDA requirements; and



•

general economic conditions as well as economic conditions specific to the healthcare industry.

        We have based our current and future expense levels largely on our investment plans and estimates of future events, although certain of our expense levels are, to a large extent, fixed. We may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall in revenue relative to our planned expenditures would have an immediate adverse effect on our business, results of operations and financial condition. Further, as a strategic response to changes in the competitive environment or to changes in laws and regulations, we may from time to time make certain pricing, service or marketing decisions (e.g., reduce prices) that could have a material and adverse effect on our business, results of operations and financial condition. Due to the foregoing factors, our revenue and operating results are and will remain difficult to forecast.

We have incurred significant losses since our inception, and we anticipate that we will incur substantial losses for the foreseeable future.

        To date, we have financed our operations primarily through debt financings, and we have incurred losses from operations in many years since our inception. Our loss attributable to Organogenesis Inc. was $(24.3) million, $(17.0) million and $(8.4) million for the years ended December 31, 2015, 2016 and 2017, respectively. As of June 30, 2018, we had an accumulated deficit of $107.9 million. We expect to incur significant sales and marketing costs as we expand our operations to support the sale of our products. Our prior losses, combined with anticipated losses for the foreseeable future, have had, and may continue to have, an adverse effect on our business, results of operations and financial condition.

We have identified material weaknesses in our internal control over financial reporting, and our management has concluded that our disclosure controls and procedures are not effective. We cannot assure you that additional material weaknesses or significant deficiencies will not occur in the future. If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results or prevent fraud, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.

        We have historically had a small internal accounting and finance staff. This lack of adequate accounting resources has resulted in the identification of material weaknesses in our internal controls over financial reporting. A "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. In connection with the audit of our financial statements for the years ended December 31, 2016 and 2017, our management team identified material weaknesses relating to (i) our lack of a sufficient complement of personnel with an appropriate level of knowledge and experience in the application of GAAP commensurate with our financial reporting requirements and (ii) our lack of resources necessary to implement an appropriate level of review controls to properly evaluate the completeness and accuracy of the transactions we enter into.

        The material weaknesses contributed to the following:

•

We did not design and maintain formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over the preparation and review of account reconciliations and journal entries. Additionally, we




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did not design and maintain controls over the appropriate classification and presentation of accounts and disclosures in the financial statements.

•

We did not design and maintain formal accounting policies, processes and controls to analyze, account for and disclose complex transactions. Specifically, we did not design and maintain controls to analyze, account for and disclose asset impairment analyses, business combination accounting, variable interest entities, share-based compensation arrangements, deferred financing costs, warrants to purchase common shares and contingently issuable and redeemable equity.



•

We did not design and maintain controls over our supervision and review of the completeness and accuracy of third-party vendors' computations supporting our common share valuations.

        In addition to hiring a Chief Financial Officer in 2016, during 2017 we took additional steps to help remediate these material weaknesses, including hiring additional accounting staff who have a background and knowledge in the application of GAAP and performing a comprehensive review of our internal control over financial reporting. We engaged external experts to complement internal resources and we began implementation of a new companywide enterprise resource planning system. We plan to continue to take additional steps to remediate the material weaknesses and improve our financial reporting systems and implement new policies, procedures and controls. If we do not successfully remediate the material weaknesses described above, or if other material weaknesses or other deficiencies arise in the future, we may be unable to accurately report our financial results, which could cause our financial results to be materially misstated and require restatement.

We face significant and continuing competition, which could adversely affect our business, results of operations and financial condition.

        We face significant and continuing competition in our business, which is characterized by rapid technological change and significant price competition. Market share can shift as a result of technological innovation and other business factors. Our customers consider many factors when selecting a product, including product reliability, clinical outcomes, economic outcomes, price and services provided by the manufacturer. Our ability to compete depends in large part on our ability to provide compelling clinical and economic benefits to our customers and payers, develop and commercialize new products and technologies and anticipate technological advances. Product introductions or enhancements by competitors which may have advanced technology, better features or lower pricing may make our products obsolete or less competitive. In addition, consolidation in the healthcare industry continues to lead demand for price concessions or to the exclusion of some suppliers from certain of our markets, which could have an adverse effect on our business, results of operations or financial condition. The presence of this competition in our market may lead to pricing pressure, which would make it more difficult to sell our products at a price that will make us profitable or prevent us from selling our products at all. As a result, we will be required to devote continued efforts and financial resources to bring our products under development to market, deliver cost-effective clinical outcomes, expand our geographic reach, enhance our existing products and develop new products for the advanced wound care and soft tissue repair markets. Even if we develop cost effective and/or new products, they may not be covered or reimbursed due to cost-containment and other financial pressures from payers.

Rapid technological change could cause our products to become obsolete and if we do not enhance our product offerings through our research and development efforts, we may be unable to effectively compete.

        The technologies underlying our products are subject to rapid and profound technological change. Competition intensifies as technical advances in each field are made and become more widely known. We can give no assurance that others will not develop services, products, or processes with significant advantages over the products, services, and processes that we offer or are seeking to develop. Any such




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occurrence could have a material and adverse effect on our business, results of operations and financial condition.

        We plan to enhance and broaden our product offerings in response to changing customer demands and competitive pressure and technologies, but we may not be successful. The success of any new product offering or enhancement to an existing product will depend on numerous factors, including our ability to:

•

properly identify and anticipate physician and patient needs;



•

develop and introduce new products or product enhancements in a timely manner;



•

adequately protect our intellectual property and avoid infringing upon the intellectual property rights of third parties;



•

demonstrate the safety and efficacy of new products, including through the conduct of additional clinical trials;



•

obtain the necessary regulatory clearances or approvals for new products or product enhancements;



•

achieve adequate coverage and reimbursement for our products; and



•

compete successfully against other skin substitutes and other modalities for treating wounds such as negative-pressure wound therapy and hyperbaric oxygen.

        If we do not develop and, when necessary, obtain regulatory clearance or approval for new products or product enhancements in time to meet market demand, or if there is insufficient demand for these products or enhancements, our results of operations will suffer. Our research and development efforts may require a substantial investment of time and resources before we are adequately able to determine the commercial viability of a new product, technology, material or other innovation. In addition, even if we are able to successfully develop enhancements or new generations of our products, these enhancements or new generations of products may not be covered or reimbursed by government health benefit programs such as Medicare or private health plans, may not produce sales in excess of the costs of development and/or may be quickly rendered obsolete by changing customer preferences or the introduction by our competitors of products embodying new technologies or features.

To be commercially successful, we must convince physicians that our products are safe and effective alternatives to existing treatments and that our products should be used in their procedures.

        We believe physicians will only adopt our products if they determine, based on experience, clinical data and published peer reviewed journal articles, that the use of our products in a particular procedure is a favorable alternative to conventional methods. Physicians also are more interested in using cost-effective products and may practice in settings like Accountable Care Organizations, or ACOs, or Medical Homes, where they face considerable cost-containment pressure. In general, physicians may be slow to change their medical treatment practices and use of our products for the following reasons, among others:

•

their lack of experience using our products;



•

lack of evidence supporting additional patient benefits from use of our products over conventional methods;



•

pressure to contain costs;



•

preference for other treatment modalities or our competitors' products;




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•

perceived liability risks generally associated with the use of new products and procedures;



•

limited availability of coverage and/or reimbursement from third party payers; and



•

the time that must be dedicated to training.

        The degree of market acceptance of our products will continue to depend on a number of factors, including:

•

the safety and efficacy of our products;



•

the potential and perceived advantages of our products over alternative treatments;



•

clinical data and the clinical indications for which our products are approved;



•

product labeling or product insert requirements of the FDA or other regulatory authorities, including any limitations or warnings contained in approved labeling;



•

the cost of using our products relative to the use of our competitors' products or alternative treatment modalities;



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relative convenience and ease of administration;



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the strength of marketing and distribution support;



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the timing of market introduction of competitive products;



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publicity concerning our products or competing products and treatments;



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our reputation and the reputation of the products;



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the shelf life of our products and our ability to manage the logistics of the end-user supply chain; and



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sufficient and readily accessible third-party insurance coverage and reimbursement.

        In addition, we are currently conducting clinical studies for some of our products that were brought to market as 361 HCT/Ps to generate efficacy data in various clinical applications. Unfavorable results from these 361 HCT/P clinical trials such as lack of clinical efficacy or serious treatment-related side effects could negatively affect the use and adoption of our products by physicians and hospitals, thereby compromising our market acceptance.

        We believe recommendations for, and support of our products by, influential physicians are essential for market acceptance and adoption. If we do not receive this support (e.g., because we are unable to demonstrate favorable long-term clinical data), physicians and hospitals may not use our products, which would significantly reduce our ability to achieve expected revenue and would prevent us from sustaining profitability.

        In the course of conducting our business, we must comply with regulatory quality requirements, adequately address quality issues that may arise with our products, as well as defects in third-party components included in our products. Although we have established internal procedures to minimize risks that may arise from quality issues, we may not be able to eliminate or mitigate these risks and quality issues may arise in which case we would be subject to liability. If the quality of our products does not meet the expectations of regulators, physicians or patients, then we could be subject to regulatory sanctions and our brand and reputation could suffer and our business, results of operations and financial condition could be adversely impacted.




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Our future capital needs are uncertain and we may need to raise funds in the future, and such funds may not be available on acceptable terms or at all.

        Continued expansion of our business will be expensive and we may seek funds from stock offerings, borrowings under our existing or future credit facilities or other sources. Our capital requirements will depend on many factors, including:

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the revenues generated by sales of our products;



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the costs associated with expanding our sales and marketing efforts;



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the expenses we incur in manufacturing and selling our products;



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the costs of developing and commercializing new products or technologies;



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the cost of obtaining and maintaining regulatory approval or clearance of certain products and products in development;



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the number and timing of acquisitions and other strategic transactions such as our acquisition of NuTech Medical, and integration costs associated with such acquisitions;



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the costs associated with capital expenditures, including expenses associated with the relocation of our California based manufacturing facility; and



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unanticipated general, legal and administrative expenses.

        Our operating plan may change as a result of many factors currently unknown to us and we may need additional funds sooner than planned. Additional funds may not be available when we need them on terms that are acceptable to us, or at all. Furthermore, if we issue equity or convertible debt securities to raise capital, you may experience dilution, and the new equity or convertible debt securities may have rights, preferences and privileges that are senior to or otherwise adversely affect your rights as a stockholder. In addition, if we raise capital through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to our products, potential products or proprietary technologies, or grant licenses on terms that are not favorable to us. If we cannot raise capital on acceptable terms, we may not be able to develop our product candidates, enhance our existing products, execute our business plan, take advantage of future opportunities, or respond to competitive pressure, changes in our supplier relationships, or unanticipated customer requirements. Any of these events could adversely affect our ability to achieve our development and commercialization goals, which could have a material adverse effect on our business, results of operations and financial condition.

We face the risk of product liability claims and may not be able to obtain or maintain adequate product liability insurance.

        Our business exposes us to the risk of product liability claims that are inherent in the manufacturing, processing, investigating and marketing of medical devices and human tissue products. We are, and may in the future be, subject to product liability claims and lawsuits, including potential class actions or mass tort claims, alleging that our products have resulted or could result in an unsafe condition or injury. Product liability claims may be made by patients and their families, healthcare providers or others selling our products. Defending a lawsuit, regardless of merit, could be costly, divert management attention and result in adverse publicity, which could result in the withdrawal of, or reduced acceptance of, our products in the market. If we cannot successfully defend against product liability claims, we could incur substantial liability and costs. In addition, regardless of merit or eventual outcome, product liability claims may result in:

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harm to our business reputation;




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investigations by regulators;



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significant defense costs;



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distraction of management's attention from our primary business;



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substantial monetary awards to patients or other claimants;



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loss of revenue;



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exhaustion of any available insurance and our capital resources; and



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decreased demand for our products.

        Although we have product liability insurance that we believe is adequate, this insurance is subject to deductibles and coverage limitations and we may not be able to maintain this insurance. Also, it is possible that claims could exceed the limits of our coverage or be excluded from coverage under our policy. If we are unable to maintain product liability insurance at an acceptable cost or on acceptable terms with adequate coverage or otherwise protect ourselves against potential product liability claims or we underestimate the amount of insurance we need, we could be exposed to significant liabilities, which may harm our business. One or more product liability claims could cause our stock price to decline and, if our liability exceeds our insurance coverage, could adversely affect our business, results of operations and financial condition.

Interruptions in the supply of our products or inventory loss may adversely affect our business, results of operations and financial condition.

        Our products are manufactured using technically complex processes requiring specialized facilities, highly specific raw materials and other production constraints. The complexity of these processes, as well as strict company and government standards for the manufacture and storage of our products, subjects us to production risks. In addition to ongoing production risks, process deviations or unanticipated effects of approved process changes may result in non-compliance with regulatory requirements including stability requirements or specifications. Most of our products must be stored and transported within a specified temperature range. For example, if environmental conditions deviate from that range, our products' remaining shelf-lives could be impaired or their safety and efficacy could be adversely affected, making them unsuitable for use. These deviations may go undetected. The occurrence or actual or suspected production and distribution problems can lead to lost inventories, and in some cases recalls, with consequential reputational damage and the risk of product liability. The investigation and remediation of any identified problems can cause production delays and result in substantial additional expenses. Any unforeseen failure in the storage of our products or loss in supply could result in a loss of our market share and negatively affect our revenues and operations.

Because we depend upon a limited group of suppliers and manufacturers for our Apligraf and Dermagraft products, we may incur significant product development costs and experience material delivery delays if we lose any significant supplier, which could materially impact sales of our products.

        We obtain some of the components for our Apligraf and Dermagraft products from a limited group of suppliers. For us to be successful, our suppliers must be able to provide us with these components in substantial quantities, in compliance with regulatory requirements, in accordance with agreed upon specifications, at acceptable costs and on a timely basis. Our efforts to maintain a continuity of supply and high quality and reliability may not be successful. Manufacturing disruptions experienced by our suppliers may jeopardize our supply of these components. Due to the stringent regulations and requirements of the FDA regarding the manufacture of our products, we may not be able to quickly establish additional or replacement sources for certain components or materials. A change in suppliers could require significant effort or investment in circumstances where the items




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supplied are integral to product performance or incorporate unique technology. A reduction or interruption in manufacturing, or an inability to secure alternative sources of raw materials or components, could have a material effect on our business, results of operations and financial condition. Due to our substantial indebtedness, one or more of our suppliers may refuse to extend us credit with respect to our purchasing or leasing equipment, supplies, products or components, or may only agree to extend us credit on significantly less favorable terms or subject to more onerous conditions. This could significantly disrupt our ability to purchase or lease required equipment, supplies, products and components in a cost-effective and timely manner and could have a material adverse effect on our business, results of operations and financial condition. Any casualty, natural disaster or other disruption of any of our sole-source suppliers' operations, or any unexpected loss of any existing exclusive supply contract, could have a material adverse effect on our business, results of operations and financial condition.

Our products are dependent on the availability of tissue from human donors, and any disruption in supply could adversely affect our business, results of operations and financial condition.

        Many of the products that we manufacture require that we obtain human tissue. The success of our business depends upon, among other factors, the availability of tissue from human donors. Any failure to obtain tissue from our sources will interfere with our ability to effectively meet demand for our products incorporating human tissue. The processing of human tissue for our products is very labor-intensive and it is therefore difficult to maintain a steady supply stream. The availability of donated tissue could also be adversely impacted by regulatory changes, public opinion of the donor process as well as our own reputation in the industry. The challenges we may face in obtaining adequate supplies of human tissue involve several risks, including limited control over availability, quality and delivery schedules. In addition, any interruption in the supply of any human tissue component could materially harm our ability to manufacture our products until a new source of supply, if any, could be found. We may be unable to find a sufficient alternative supply channel in a reasonable time period or on commercially reasonable terms, if at all, which would have a material adverse effect on our business, results of operations and financial condition.

Increased prices for, or unavailability of, raw materials used in our products could adversely affect our business, results of operations and financial condition.

        Our profitability is affected by the prices of the raw materials used in the manufacture of our products. These prices may fluctuate based on a number of factors beyond our control, including changes in supply and demand, general economic conditions, labor costs, fuel related delivery costs, competition, import duties, excises and other indirect taxes, currency exchange rates, and government regulation. Due to the highly competitive nature of the healthcare industry and the cost containment efforts of our customers and third-party payers, we may be unable to pass along cost increases for key components or raw materials through higher prices to our customers. If the cost of key components or raw materials increases, and we are unable fully to recover these increased costs through price increases or offset these increases through other cost reductions, we could experience lower margins and profitability. Significant increases in the prices of raw materials that cannot be recovered through productivity gains, price increases or other methods could adversely affect our business, results of operations and financial condition.

Our future success depends on our ability to retain key employees, consultants and advisors and to attract, retain and motivate qualified personnel.

        We are highly dependent on our executive officers, the loss of whose services may adversely impact the achievement of our objectives. In particular, we depend on Gary Gillheeney, our President and Chief Executive Officer. Recruiting and retaining other qualified employees, consultants and advisors




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for our business, including scientific and technical personnel, will also be critical to our success. There is currently a shortage of skilled executives and scientific personnel in our industry, which is likely to continue. As a result, competition for skilled personnel is intense and the turnover rate can be high. We may not be able to attract and retain personnel on acceptable terms given the competition among numerous medical device companies for individuals with similar skill sets. The inability to recruit or loss of the services of any executive, key employee, consultant or advisor may impede the progress of our research, development and sales growth objectives.

        Our ability to recruit, retain and motivate our employees and consultants will depend in part on our ability to offer attractive compensation. We may also need to increase the level of cash compensation that we pay to them, which may reduce funds available for research and development and support of our sales growth objectives. There can be no assurance that we will have sufficient cash available to offer our employees and consultants attractive compensation.

        Despite our efforts to retain valuable employees, members of our management, scientific and development teams may terminate their employment with us. The loss of the services of any of our executive officers or other key employees and our inability to find suitable replacements could potentially harm our business, prospects, financial condition or results of operations. We do not maintain "key person" insurance policies on the lives of these individuals or any of our other employees.

    ��   Many of the companies that we compete against for qualified personnel have substantially greater financial and other resources and different risk profiles than we do. They may also provide more diverse opportunities and better chances for career advancement. Some of these characteristics may be more appealing to high quality candidates than what we can offer. If we are unable to continue to attract and retain high quality personnel, the rate and success at which we can discover, develop and commercialize product candidates will be limited.

We continue to invest significant capital in expanding our internal sales force, and there can be no assurance that these efforts will result in significant increases in sales.

        We are committed to building and further expanding our internal sales and marketing capabilities, including the expansion of our sales force to support the marketing and sales of the products acquired in connection with our acquisition of NuTech Medical. As a result, we continue to invest in a direct sales force for our products to allow us to reach new customers and potentially increase sales. These expenses impact our operating results, and there can be no assurance that we will continue to be successful in significantly expanding the sales of our products.

The impairment or termination of our relationships with independent sales agencies, whom we do not control, could materially and adversely affect our ability to generate revenues and profits. We intend to develop additional relationships with independent sales agencies in order to increase revenue from certain of our products; our inability to do so may prevent us from increasing sales.

        We derive a portion of our revenues through our relationships with independent sales agencies. The impairment or termination of these relationships for any reason could materially and adversely affect our ability to generate revenues and profits. Because the independent sales agency often controls the customer relationships within its territory, there is a risk that if our relationship with the independent sales agency ends, our relationship with the customer will be lost. Also, because we do not control an independent sales agency's field sales agents, there is a risk we will be unable to ensure that our sales processes, regulatory compliance, and other priorities will be consistently communicated and executed by the distributor. If we fail to maintain relationships with our key independent sales agencies, or fail to ensure that our independent sales agencies adhere to our sales processes, regulatory compliance, and other priorities, this could have an adverse effect on our business, results of operations




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and financial condition. We may have liability for the actions of independent sales agencies in marketing our products and our lack of control over their activities impedes our ability to prevent, detect or address such non-compliance. We only recently acquired NuTech Medical which relied on independent sales agencies to market and sell its products and we have retained many of these relationships as we market and sell the same products. We have yet to bring fully the activities of these former NuTech Medical independent sales agencies under our oversight and compliance policies.

        We intend to develop relationships and arrangements with additional independent sales agencies in order to increase our sales with respect to certain of our products. However, we may fail to develop such relationships, in which case we may not be able to increase our sales. Our success is partially dependent upon our ability to retain and motivate our independent sales agencies and their representatives to sell our products in certain territories. They may not be successful in implementing our marketing plans. Some of our independent sales agencies may not sell our products exclusively and may offer similar products from other companies. Our independent sales agencies may terminate their contracts with us, may devote insufficient sales efforts to our products, or may focus their sales efforts on other products that produce greater commissions for them, which could have an adverse effect on our business, results of operations and financial condition. We also may not be able to find additional independent sales agencies who will agree to market and/or distribute those products on commercially reasonable terms, if at all. If we are unable to establish new independent sales agency relationships or renew current sales agency agreements on commercially acceptable terms, our business, results of operations and financial condition could be materially and adversely affected. In addition, because we do not control these independent sales agencies as closely as our employees, while we may take steps to mitigate the risks associated with noncompliance by independent sales agencies, there remains a risk they do not comply with regulatory requirements or our requirements or our policies which could also adversely affect our business.

We will need to continue to expand our organization, and managing growth may be more difficult than expected.

        Managing our growth may be more difficult than we expect. We anticipate that a period of significant expansion will be required to penetrate and service the markets for our existing and anticipated future products and to continue to develop new products. This expansion will place a significant strain on management, operational and financial resources. To manage the expected growth of our operations and personnel, we must both modify our existing operational and financial systems, procedures and controls and implement new systems, procedures and controls. We must also expand our finance, administrative, and operations staff. Management may be unable to hire, train, retain, motivate and manage necessary personnel or to identify, manage and exploit existing and potential strategic relationships and market opportunities.

We may expand our business through acquisitions, similar to our acquisition of NuTech Medical, licenses, investments, and other commercial arrangements in other companies or technologies. Such acquisitions or commercial arrangements may entail significant risks.

        We periodically evaluate strategic opportunities to acquire companies, divisions, technologies, products, and rights through licenses, distribution agreements, investments, and outright acquisitions to grow our business, such as our acquisition of NuTech Medical. In connection with one or more of those transactions, we may:

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issue additional equity securities that would dilute our stockholders' value;



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use cash that we may need in the future to operate our business;



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incur debt that could have terms unfavorable to us or that we might be unable to repay;




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structure the transaction in a manner that has unfavorable tax consequences, such as a stock purchase that does not permit a step-up in the tax basis for the assets acquired;



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be unable to realize the anticipated benefits, such as increased revenues, cost savings, or synergies from additional sales of existing or newly acquired products;



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be unable to successfully integrate, operate, maintain and manage our newly acquired operations;



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divert management's attention from the existing business to integrate, operate, maintain and manage our newly acquired operations and personnel;



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acquire unknown liabilities that could subject us to government investigations and/or litigation or other actions that make it impossible to realize the anticipated benefits of the transaction;



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be unable to secure the services of key employees related to the acquisition; and



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be unable to succeed in the marketplace with the acquisition.

        Any of these items could materially and adversely affect our revenues, financial condition, and profitability. Business acquisitions also involve the risk of unknown liabilities associated with the acquired business, which could be material. Our acquisition of NuTech Medical expanded our wound care portfolio and broadened our addressable market to include the Surgical & Sports Medicine market. We may not realize the increased revenues, cost savings and synergies that we anticipate from this acquisition in the near term or at all due to many factors, including delays in the integration process, an inability to successfully penetrate the amniotic category of the wound care market or an inability to obtain necessary regulatory approvals. Additional liabilities related to acquisitions could include lack of compliance with government regulations that could subject us to investigation and civil and criminal sanctions. For example, we may acquire a company that was not compliant with FDA quality requirements or was making payments or other forms of remuneration to physicians to induce them to use their products. Incurring unknown liabilities or the failure to realize the anticipated benefits of an acquisition could materially and adversely affect our business and we may lose our entire investment or be unable to recover our initial investment, which could include the cost of acquiring licenses or distribution rights, acquiring products, purchasing initial inventory, or investments in early stage companies. Inability to recover our investment, or any write off of such investment, associated goodwill, or assets, could have a material and adverse effect on our business, results of operations and financial condition.

New lines of business or new products and services may subject us to additional risks.

        From time to time, we may implement or may acquire new lines of business, such as our Surgical & Sports Medicine products that were acquired in connection with our acquisition of NuTech Medical, or we may offer new products and services within existing lines of business. There are risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed or are evolving. In developing and marketing new lines of business and new products and services, we may invest significant time and resources. External factors, such as regulatory compliance obligations, competitive alternatives, lack of market acceptance, and shifting market preferences, may also affect the successful implementation of a new line of business or a new product or service. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on our business, results of operations and financial condition.




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Significant disruptions of information technology systems or breaches of information security could adversely affect our business, results of operations and financial condition.

        We rely to a large extent upon sophisticated information technology systems to operate our business. In the ordinary course of business, we collect, store and transmit large amounts of confidential information (including, but not limited to, personal information and intellectual property). We also have outsourced significant elements of our operations to third parties, including significant elements of our information technology infrastructure and, as a result, we are managing many independent vendor relationships with third parties who may or could have access to our confidential information. The size and complexity of our information technology and information security systems, and those of our third-party vendors with whom we contract (and the large amounts of confidential information that is present on them), make such systems potentially vulnerable to service interruptions or to security breaches from inadvertent or intentional actions by our employees or vendors, or from malicious attacks by third parties. Such attacks are of ever-increasing levels of sophistication and are made by groups and individuals with a wide range of motives (including, but not limited to, industrial espionage and market manipulation) and expertise. While we have invested significantly in the protection of data and information technology, there can be no assurance that our efforts will prevent service interruptions or security breaches. Although we have cyber-insurance coverage that may cover certain events described above, this insurance is subject to deductibles and coverage limitations and we may not be able to maintain this insurance. Also, it is possible that claims could exceed the limits of our coverage. Any interruption or breach in our systems could adversely affect our business operations and/or result in the loss of critical or sensitive confidential information or intellectual property, and could result in financial, legal, business and reputational harm to us or allow third parties to gain material, inside information that they use to trade in our securities.

If a breach of our measures protecting personal data covered by HIPAA or the HITECH Act occurs, we may incur significant liabilities.

        The Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the HITECH Act, and the regulations that have been issued under it, impose certain obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of protected health information. The requirements and restrictions apply to "covered entities" (which include health care providers and insurers) as well as to their business associates that receive protected health information from them in order to provide services to or perform certain activities on their behalves. The statute and regulations also impose notification obligations on covered entities and their business associates in the event of a breach of the privacy or security of protected health information. We occasionally receive protected health information from our customers in the course of our business. As such, we believe that we are business associates and therefore subject to HIPAA's requirements and restrictions with respect to handling such protected health information, and have executed business associate agreements with certain customers. Requirements applicable to business associates are complex and subject to varying interpretation. If we fail to comply or are deemed to have failed to comply with applicable privacy protection laws and regulations such failure could result in government enforcement actions and create liability for us, which could include substantial civil and/or criminal penalties, as well as private litigation and/or adverse publicity that could negatively affect our operating results and business.

We engage in transactions with related parties and such transactions present possible conflicts of interest that could have an adverse effect on our business, results of operations and financial condition.

        We have entered into a significant number of transactions with related parties. The details of certain of these transactions are set forth in the section "Certain Relationships and Related




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Transactions." Related party transactions create the possibility of conflicts of interest with regard to our management, including that:

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we may enter into contracts between us, on the one hand, and related parties, on the other, that are not as a result of arm's-length transactions;



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our executive officers and directors that hold positions of responsibility with related parties may be aware of certain business opportunities that are appropriate for presentation to us as well as to such other related parties and may present such business opportunities to such other parties; and



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our executive officers and directors that hold positions of responsibility with related parties may have significant duties with, and spend significant time serving, other entities and may have conflicts of interest in allocating time.

        Such conflicts could cause an individual in our management to seek to advance his or her economic interests or the economic interests of certain related parties above ours. Conversely, we may not be able to enter into transactions with third parties on terms as favorable as the terms of existing transactions with related parties. Further, the appearance of conflicts of interest created by related party transactions could impair the confidence of our investors. It is possible that a conflict of interest could have a material adverse effect on our business, results of operations and financial condition.

Our financial performance may be adversely affected by medical device tax provisions in healthcare reform laws.

        The Patient Protection and Affordable Care Act (the "PPACA") currently imposes, among other things, an excise tax of 2.3% on any entity that manufactures or imports medical devices offered for sale in the United States. Under these provisions, the Congressional Research Service predicts that the total cost to the medical device industry may be up to $20 billion over the next decade. The Internal Revenue Service issued final regulations implementing the tax in December 2012, which require, among other things, bi-monthly payments and quarterly reporting. The Consolidated Appropriations Act, 2016 (Pub. L. 114-113), signed into law in December 2015, included a two-year moratorium on the medical device excise tax. A second two-year moratorium on the medical device excise tax was signed into law in January 2018 as part of the Extension of Continuing Appropriations Act, 2018 (Pub. L. 115-120), extending the moratorium through December 31, 2019. Thus, the medical device excise tax does not apply to the sale of a taxable medical device by the manufacturer, producer, or importer of the device during the period beginning on January 1, 2016, and ending on December 31, 2019. If this legislation is not repealed by December 31, 2019, we will be subject to this 2.3% excise tax on sales of certain of our products in the United States including Apligraf, Dermagraft and PuraPly, which could have a material adverse effect on our business, results of operations and financial condition.

We could incur asset impairment charges related to certain leasehold improvements, which could adversely affect our business, results of operations and financial condition.

        Our long-term assets include property, plant and equipment of $45.5 million and $42.1 million for the years ended December 31, 2016 and 2017, respectively. Approximately $22 million of each of these amounts is attributable to certain leasehold improvements that we made to the buildings we lease at 275 Dan Road as part of our Canton, Massachusetts corporate headquarters. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The build out to this property was suspended prior to completion and we are currently evaluating our future use of this property. If we decide that we do not intend to complete this buildout, either due to insufficient funding for this purpose or other business reasons, then these assets would be impaired. If an asset is determined to be impaired, the asset is written down to fair value, which is determined based on appraised value. Any such impairment could result in a non-cash charge equal to the full value of these improvements. During the year ended December 31, 2017, we did not recognize an impairment charge in relation to these leasehold improvements. Changes in our assumptions with respect to our expected use of these assets may result in an impairment charge in the future, which could adversely affect our business, results of operations and financial condition.




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Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our business, results of operations and financial condition.

        Generally accepted accounting principles and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business are highly complex. These matters include, but are not limited to, revenue recognition, income taxes, impairment of goodwill and long-lived assets and equity-based compensation. Changes in these rules, guidelines or interpretations could significantly change our reported or expected financial performance or financial condition.

        In addition, the preparation of financial statements in conformity with GAAP requires management to make assumptions, estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates and judgments on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of net revenues and expenses that are not readily apparent from other sources. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in our stock price.

Risks Related to Regulation of Our Products and Other Government Regulations


        Unless the context otherwise requires, for purposes of this section, the terms "we," "us," "the Company," "Organogenesis" or "our company" refer to Organogenesis and its subsidiaries as they currently exist under Delaware law.

Obtaining the necessary regulatory approvals or clearances for certain of our products will be expensive and time-consuming and may impede our ability to fully exploit our technologies or otherwise limit our ability to meet other business objectives.

        As biological products and medical devices, many of the products that we market require regulatory approvals or clearances from the FDA, or from similar regulatory authorities outside of the United States, before they may legally be distributed in commerce. In particular, such products may require FDA approval of Biologics License Applications, or BLAs, under Section 351 of the Public Health Service Act (the "PHSA"), Premarket Approval, or PMA, submissions under Section 515 of the Federal Food, Drug, and Cosmetic Act, or FDCA, or may require clearance under Section 510(k) of the FDCA. Although we believe that we have all necessary regulatory approvals or clearances legally required for the products that we currently market, the introduction of new or modified products may require us to secure new approvals or clearances. Additionally, the FDA may take the position that some of the products that we currently market without premarket approval or clearance in fact require such approval or clearance. The process of obtaining an approved BLA or PMA requires the expenditure of substantial time, effort and financial resources and may take years to complete. Although obtaining clearance under section 510(k) is somewhat less burdensome, it is also associated with significant costs and resource commitments. The fee for filing a BLA, PMA or 510(k) notification, and the annual user fees for any establishment that manufactures biologics or medical devices, as well as product fees applicable to each approved product are substantial. There are also significant costs associated with conducting clinical trials to support approvals that cannot necessarily be estimated with any accuracy until investigational plans have been developed. Moreover, data obtained from clinical activities may show a lack of safety or efficacy or may be inconclusive or susceptible to varying interpretations, any of which could delay, limit or prevent regulatory approval. Failure or delay can occur at any time during the clinical trial process. Success in preclinical testing and early clinical trials




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does not ensure that later clinical trials will be successful. Even product candidates in later stages of clinical trials may fail to show the required safety profile or meet the efficacy endpoints despite having progressed through preclinical studies and initial clinical trials. A number of companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in advanced clinical trials due to lack of efficacy or adverse safety profiles, notwithstanding promising results in earlier trials. We cannot be certain that we will not face similar setbacks. Even with positive clinical trial results, there may be other barriers to approval or clearance, and the FDA may not grant approval or clearance on a timely basis, or at all. Even if the FDA clears or approves our products, the clinical data submitted to the FDA may not be sufficient for payers to cover and/or adequately reimburse our customers for use of our products. Additionally, the FDA may limit the indications for use in an approval or clearance, or place other conditions on an approval, that could restrict the commercial application of the products.

We must comply with applicable post-marketing regulatory obligations, which could include obtaining new regulatory approvals or clearances.

        Following approval or clearance, some types of changes to the approved or cleared product, such as adding new indications or additional labeling claims or introducing manufacturing changes, are subject to FDA review and approval, which may require to further nonclinical or clinical testing. The costs and other resource burdens associated with obtaining new regulatory approvals or clearances for existing or future products may limit the resources available to us to fully exploit our technologies or may otherwise limit our ability to carry out other business activities. Depending on the nature of the change, we may determine that the change may be carried out without obtaining premarket approval or clearance. The FDA or another regulatory body could disagree with our conclusion and require such premarket approval or clearance, which would disrupt the marketing of these products, potentially expose us to regulatory sanctions, and have a material adverse effect on our business, financial condition and results of operations.

The FDA may determine that certain of our products that are, or are derived from, human cells or tissues do not qualify for regulation solely under Section 361 of the PHSA, and may require that the products be removed from the market until we obtain premarket clearance or approval.

        Certain of the products that we manufacture, process and distribute are, or are derived from, human cells or tissues, including amniotic tissue. The FDA has specific regulations governing human cells, tissues and cellular and tissue-based products, or HCT/Ps. In particular, HCT/Ps that meet certain criteria set forth in the FDA's regulations at 21 C.F.R. § 1271.10 are regulated solely under Section 361 of the PHSA, so-called "Section 361 HCT/Ps", and are not subject to any premarket clearance or approval requirements. They are also subject to less stringent post-market regulatory requirements than products regulated under Section 351 of the PHSA and/or under Sections 505, 510 or 515 of the FDCA. The Company has believed that certain of our HCT/Ps, including our products derived from amniotic membrane, qualify for regulation as Section 361 HCT/Ps. However, the regulatory classification of an HCT/P as a Section 361 HCT/P depends in part on the purposes for which the product is intended and in part on the processing to which an HCT/P is subject. On November 16, 2017, the FDA issued a final guidance document entitled, "Regulatory Considerations for Human Cells, Tissues, and Cellular and Tissue-Based Products: Minimal Manipulation and Homologous Use", or 361 HCT/P Guidance, which provides FDA's current thinking on how to apply the existing regulatory criteria for regulation as a Section 361 HCT/P. These include, in addition to other requirements, requirements that an HCT/P be both minimally manipulated and intended for homologous use. In general, "minimal manipulation" is a standard referring to the degree to which the original characteristics of an HCT/P have been altered by processing and "homologous use" refers to the requirement that an HCT/P perform the same basic function in the donor as in the recipient. In light of the 361 HCT/P Guidance, it may be necessary to revise our labeling and marketing claims for our amniotic membrane products, including our Affinity and NuShield products, to clarify that they are




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intended as wound coverings, to ensure that they meet the homologous use requirement and therefore continue to qualify as Section 361 HCT/Ps. To the extent that any cell- or tissue-based product that we distribute is deemed not to be an HCT/P or a Section 361 HCT/P, it will be subject to premarket clearance or approval requirements, as well as additional, more stringent post-market regulatory requirements. Further, it may be necessary to obtain FDA approval of a BLA for NuCel and ReNu because those products may be deemed to be more than minimally manipulated, not for homologous use, or otherwise not regulated as Section 361 HCT/Ps. In the event NuCel and ReNu are deemed not to be Section 361 HCT/Ps, compliance with applicable pre- and post-market regulatory requirements will involve significant time and substantial costs. We may also be required to suspend sales of NuCel and ReNu until FDA approval is obtained. Thus, any action by the FDA to apply the principles set forth in the 361 HCT/P Guidance to the HCT/Ps that we distribute could have adverse consequences for us and make it more difficult or expensive for us to conduct our business. The 361 HCT/P Guidance indicates that the FDA is providing a 36-month enforcement grace period to allow sufficient time for distributors of HCT/Ps to make any regulatory submissions and obtain any premarket approvals necessary to comply with the guidance. Although we believe that the 36-month grace period provides adequate time to comply, if we are unable to obtain BLA approvals for NuCel and ReNu within the 36-month time period, we may be required to suspend sales of those products until FDA approval is obtained. The ability to obtain approval for the uses for which the product is currently marketed cannot be assured. Moreover, even for those products that will remain regulated as Section 361 HCT/Ps, increasing regulatory scrutiny within the industry in which we operate could lead to heightened requirements, compliance with which could be costly. The costs and other resource burdens associated with any of these regulatory outcomes may limit the resources available to us to fully exploit our technologies or may otherwise limit our ability to carry out other business activities.

To the extent that the FDA may determine that certain of our products that are, or are derived from, human cells or tissues do not qualify for regulation solely under Section 361 of the PHSA, the introduction of new tissue products would become more expensive, expansion of our tissue product offerings could be significantly delayed, and we could be subject to additional post-market regulatory requirements.

        As stated above, in light of the 361 HCT/P Guidance, the FDA may determine that the types of cell- and tissue-based products that we distribute—and in particular, products derived from allografts consisting of human skin or amniotic tissue—are subject to premarket clearance or approval requirements. Should the FDA make such a determination, products of this type, including future products that we seek to introduce, will be much more costly to commercialize, as we will likely have to carry out preclinical work in animals and/or clinical trials in humans to support approval. Such preclinical work and clinical trials are expensive and time-consuming with no guarantee of success. In addition, these products will be subject to more stringent post-market regulatory requirements than those that currently apply, including but not limited to more stringent restrictions on advertising and promotion of these products, as well as more extensive adverse event reporting. In the future, we may also wish to market our existing HCT/P products for new intended uses that may render them ineligible for regulation as Section 361 HCT/Ps and cause them to require premarket clearance or approval under the medical device or biological product provisions of the FDCA and/or PHSA instead. Compliance with these requirements will involve significant time and substantial costs and could limit the resources available to us to fully exploit our technologies, including limiting our ability to introduce new allograft-derived products. Additionally, the FDA may not grant the necessary clearances or approvals.




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We conduct a range of nonclinical, as well as clinical trials, comparative effectiveness, economic and other studies of our products. Unfavorable results from these trials or studies or from similar trials or studies conducted by others may negatively affect the use or adoption of our products by physicians, hospitals and payers, which could have a negative impact on the market acceptance of these products and their profitability.

        We conduct a variety of nonclinical and clinical trials, comparative effectiveness studies and economic and other studies of our products in an effort to generate comprehensive clinical and real world outcomes data and cost effectiveness data in order to obtain product approval and drive further penetration in the markets we serve. In the event that these trials and studies, or similar trials and studies conducted by others, yield unfavorable results, those results could negatively affect the use or adoption of our products by physicians, hospitals and payers, thereby compromising market acceptance and profitability.

Our business is subject to continuing significant regulatory obligations by the FDA and other authorities, compliance with which is expensive and time-consuming and may impede our ability to fully exploit our technologies or otherwise limit our ability to meet other business objectives.

        Aside from the obligation to obtain regulatory approvals or clearances, companies such as ours have ongoing regulatory obligations that are expensive and time-consuming to meet. In particular, the production and marketing of our products are subject to extensive regulation and review by the FDA and numerous other governmental authorities both in the United States and abroad. As noted above, some of the products that we distribute are considered Section 361 HCT/Ps. The FDA's regulation of HCT/Ps includes requirements for registration and listing of products; donor screening and testing; processing and distribution, known as "Current Good Tissue Practices," or cGTP; labeling; record keeping and adverse-reaction reporting; and inspection and enforcement. Moreover, it is likely that the FDA's regulation of HCT/Ps will continue to evolve in the future. Complying with any such new regulatory requirements may entail significant time delays and expense, which could have a material adverse effect on our business, results of operations and financial condition. Our other products are regulated as biologics and medical devices, which are subject to even more stringent regulation by the FDA. As noted above, these products are subject to rigorous premarket review processes, and an approval or clearance may place substantial restrictions on the indications for which the product may be marketed or the population for whom it may be marketed, may require warnings to accompany the product or may impose other restrictions on the sale and/or use of the product. In addition, approved and cleared products are subject to continuing obligations to comply with other substantial regulatory requirements, including the FDA's cGTP regulations, the FDA's QSR and/or the FDA's Current Good Manufacturing Practices, or cGMP regulations, adverse event reporting, and FDA inspections. The costs and other resource burdens associated with maintaining regulatory approvals or clearances for our products and otherwise meeting our regulatory obligations may limit the resources available to us to fully exploit our technologies or may otherwise limit our ability to carry out other business activities

        In some states, the manufacture or distribution of HCT/Ps requires a license or permit to operate as a tissue bank or tissue distributor. We believe that, other than in Florida, we have all required state licenses or permits applicable to the distribution of HCT/Ps, but there is a risk that there may be state or local license or permit requirements of which we are unaware or with which we have not complied. In the event that such noncompliance exists in a given jurisdiction, we could be precluded from distributing HCT/Ps in that jurisdiction and also could be subject to fines or other penalties. If any such actions were to be instituted against us, it could adversely affect our business and/or financial condition. In connection with our acquisition of NuTech Medical in March 2017, we did not timely file a change of ownership notice for NuTech's tissue bank license with the Florida Agency for Health Care Administration for our cadaveric orthopedic products. Although a change of ownership application was submitted, we could be subject to fines or other penalties, including distribution restrictions on those two products, for failure to timely file. In June 2018, the change of ownership application was denied




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on the ground that it had not been timely filed. Accordingly, a new license application has been submitted and is pending.

        The American Association of Tissue Banks, or AATB, has issued operating standards for tissue banking. Compliance with these standards is a requirement in order to become an accredited tissue bank. In addition, some states have their own tissue banking regulations. In addition, procurement of certain human organs and tissue for transplantation is subject to the restrictions of the National Organ Transplant Act, or NOTA, which prohibits the transfer of certain human organs, including skin and related tissue for valuable consideration, but permits the reasonable payment associated with the removal, transportation, implantation, processing, preservation, quality control and storage of human tissue and skin. We reimburse tissue banks, hospitals and physicians for their services associated with the recovery, storage and transportation of donated human tissue. Although we have independent third party appraisals that confirm the reasonableness of the service fees we pay, if we were to be found to have violated NOTA's prohibition on the sale or transfer of human tissue for valuable consideration, we, our officers, or employees, would potentially be subject to criminal enforcement sanctions, which could materially and adversely affect our business, results of operations and financial condition.

Many of the products we manufacture and process are derived from human tissue and therefore have the potential for disease transmission.

        The utilization of human tissue creates the potential for transmission of communicable disease, including, but not limited to, human immunodeficiency virus, or HIV, viral hepatitis, syphilis and other viral, fungal or bacterial pathogens. We are required to comply with federal and state regulations intended to prevent communicable disease transmission.

        Although we maintain strict quality controls over the procurement and processing of our tissue, there is no assurance that these quality controls will be adequate. In addition, negative publicity concerning disease transmission from other companies' improperly processed donated tissue could have a negative impact on the demand for our products. If any of our products are implicated in the transmission of any communicable disease, our officers, employees and we could be subject to government sanctions including but not limited to recalls, and civil and criminal liability, with sanctions that include exclusion from doing business with the federal government. We could also be exposed to product liability claims from those who used or received our products as well as loss of our reputation.

Defects, failures or quality issues associated with our products could lead to product recalls or safety alerts, adverse regulatory actions, litigation, including product liability claims, and negative publicity that could erode our competitive advantage and market share and materially adversely affect our reputation, business, results of operations and financial condition.

        Quality is extremely important to us and our customers due to the serious and costly consequences of product failure. Quality and safety issues may occur with respect to any of our products, and our future operating results will depend on our ability to maintain an effective quality control system and effectively train and manage our workforce with respect to our quality system. The development, manufacture and control of our products are subject to extensive and rigorous regulation by numerous government agencies, including the FDA and similar foreign agencies. Compliance with these regulatory requirements, including but not limited to the FDA's QSR, GMPs and adverse events/recall reporting requirements in the United States and other applicable regulations worldwide, is subject to continual review and is monitored rigorously through periodic inspections by the FDA and foreign regulatory authorities. The FDA and foreign regulatory authorities may also require post-market testing and surveillance to monitor the performance of approved products. Our manufacturing facilities and those of our suppliers and independent sales agencies are also subject to periodic regulatory inspections. If the FDA or a foreign authority were to conclude that we have failed to comply with any of these requirements, it could institute a wide variety of enforcement actions, ranging from a public




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warning letter to more severe sanctions, such as product recalls or seizures, withdrawals, monetary penalties, consent decrees, injunctive actions to halt the manufacture or distribution of products, import detentions of products made outside the United States, export restrictions, restrictions on operations or other civil or criminal sanctions. Civil or criminal sanctions could be assessed against our officers, employees, or us. Any adverse regulatory action, depending on its magnitude, may restrict us from effectively manufacturing, marketing and selling our products.

        In addition, we cannot predict the results of future legislative activity or future court decisions, any of which could increase regulatory requirements, subject us to government investigations or expose us to unexpected litigation. Any regulatory action or litigation, regardless of the merits, may result in substantial costs, divert management's attention from other business concerns and place additional restrictions on our sales or the use of our products. In addition, negative publicity, including regarding a quality or safety issue, could damage our reputation, reduce market acceptance of our products, cause us to lose customers and decrease demand for our products. Any actual or perceived quality issues may also result in issuances of physician's advisories against our products or cause us to conduct voluntary recalls. Any product defects or problems, regulatory action, litigation, negative publicity or recalls could disrupt our business and have a material adverse effect on our business, results of operations and financial condition.

We may implement a product recall or voluntary market withdrawal, which could significantly increase our costs, damage our reputation and disrupt our business.

        The manufacturing, marketing and processing of our products involves an inherent risk that our products or processes may not meet manufacturing specifications, applicable regulatory requirements or quality standards. In that event, we may voluntarily implement a recall or market withdrawal or may be required to do so by a regulatory authority. A recall or market withdrawal of one of our products would be costly and would divert management resources. A recall or withdrawal of one of our products, or a similar product processed by another entity, also could impair sales of our products as a result of confusion concerning the scope of the recall or withdrawal, or as a result of the damage to our reputation for quality and safety.

As a condition of our Gintuit BLA, a pediatric study was required to be conducted, and we did not complete this study by the deadline set forth in the BLA approval letter. Gintuit could therefore be subject to enforcement action if marketing is resumed without completion of the required pediatric study.

        Sponsors of products for which the FDA has approved a BLA are obligated by the Pediatric Research Equity Act, or PREA, to carry out clinical trials of the products in pediatric populations, unless those requirements are waived. In 2012, we obtained FDA approval of a BLA for an oral tissue-engineered product to be marketed under the trade name Gintuit. Although Gintuit was not intended to be used in pediatric populations, the FDA imposed a requirement to conduct a pediatric study following approval. We originally planned to complete these studies within the timeframes established in the Gintuit approval letter. However, in 2014, we made a business decision to suspend commercialization of Gintuit; all manufacturing, commercial and clinical activities for the product were discontinued. At that time, we informed the FDA of this decision and requested suspension of the pediatric study requirement, at which time the FDA placed Gintuit on its discontinued products list. Notwithstanding our request that the pediatric study requirement be suspended, we were notified by the FDA on June 29, 2017 that the FDA had determined that we had not complied with our PREA obligations. We responded and submitted a formal request for an extension for the pediatric study requirement for Gintuit. However, on October 5, 2017, the FDA advised that our request had been denied. Although we believe that we are not currently subject to penalties for noncompliance because Gintuit is not on the market and there is accordingly no foreseeable use of the product in pediatric




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populations, the product could be viewed as misbranded and subject to seizure or other enforcement action if marketing is resumed without completion of the required pediatric study.

Our failure to comply with regulatory obligations could result in negative effects on our business.

        The failure by us or one of our suppliers to comply with applicable regulatory requirements could result in, among other things, the FDA or other governmental authorities:

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imposing fines and penalties on us;



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preventing us from manufacturing or selling our products;



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delaying or denying pending applications for approval or clearance of our products or of new uses or modifications to our existing products, or withdrawing or suspending current approvals or clearances;



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ordering or requesting a recall of our products;



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issuing warning letters;



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imposing operating restrictions, including a partial or total shutdown of production or investigation of any or all of our products;



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refusing to permit to import or export of our products;



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detaining or seizing our products;



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obtaining injunctions preventing us from manufacturing or distributing any or all of our products;



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commencing criminal prosecutions or seeking civil penalties; and



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requiring changes in our advertising and promotion practices.

        Failure to comply with applicable regulatory requirements could also result in civil actions against us by private parties (e.g., under the federal Lanham Act and/or state unfair competition laws), and other unanticipated negative consequences. If any of these actions were to occur it could harm our reputation and cause our product sales to suffer and may prevent us from generating revenue.

We are subject to various governmental regulations relating to the labeling, marketing and sale of our products.

        Both before and after a product is commercially released, we have ongoing responsibilities under regulations promulgated by the FDA and similar U.S. and foreign regulations governing product labeling and advertising, distribution, sale and marketing of our products.

        Manufacturers of medical devices and biological products are permitted to promote products solely for the uses and indications set forth in the approved or cleared product labeling. A number of enforcement actions have been taken against manufacturers that promote products for "off-label" uses (i.e., uses that are not described in the approved or cleared labeling), including actions alleging that claims submitted to government healthcare programs for reimbursement of products that were promoted for "off-label" uses are fraudulent in violation of the Federal False Claims Act or other federal and state statutes and that the submission of those claims was caused by off-label promotion. The failure to comply with prohibitions on "off-label" promotion can result in significant monetary penalties, revocation or suspension of a company's business license, suspension of sales of certain products, product recalls, civil or criminal sanctions, exclusion from participating in federal healthcare programs, or other enforcement actions. In the United States, allegations of such wrongful conduct




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could also result in a corporate integrity agreement with the U.S. government that imposes significant administrative obligations and costs.

We and our employees and contractors are subject, directly or indirectly, to federal, state and foreign healthcare fraud and abuse laws, including false claims laws. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties.

        Our operations are subject to various federal, state and foreign fraud and abuse laws. These laws may constrain our operations, including the financial arrangements and relationships through which we market, sell and distribute our products.

        U.S. federal and state laws that affect our ability to operate include, but are not limited to:

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the federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, receiving, offering or paying any remuneration (including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind in return for, the purchase, recommendation, leasing or furnishing of an item or service reimbursable under a federal healthcare program, such as the Medicare and Medicaid programs;



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federal civil and criminal false claims laws and civil monetary penalty laws, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment or approval from Medicare, Medicaid, or other government payers that are false or fraudulent;



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Section 242 of HIPAA codified at 18 U.S.C. § 1347, which created new federal criminal statutes that prohibit a person from knowingly and willfully executing a scheme or from making false or fraudulent statements to defraud any healthcare benefit program (i.e., public or private);



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federal transparency laws, including the so-called federal "sunshine" law, which requires the tracking and disclosure to the federal government by pharmaceutical and medical device manufacturers of payments and other transfers of value to physicians and teaching hospitals as well as ownership and investment interests that are held by physicians and their immediate family members; and



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state law equivalents of each of these federal laws, such as anti-kickback and false claims laws that may apply to items or services reimbursed by any third-party payer, including commercial insurers; state laws that require pharmaceutical and medical device companies to comply with their industry's voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal government or otherwise restrict certain payments that may be made to healthcare providers and other potential referral sources; state laws that require drug and medical device manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; state laws that prohibit giving gifts to licensed healthcare professionals; and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts in certain circumstances, such as specific disease states.

        In particular, activities and arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, waste and other abusive practices. These laws and regulations may restrict or prohibit a wide range of activities or other arrangements related to the development, marketing or promotion of products, including pricing and discounting of products, provision of customer incentives, provision of reimbursement support, other customer support services, provision of sales commissions or other incentives to employees and independent contractors and other interactions with healthcare practitioners, other healthcare providers and patients.




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        Because of the breadth of these laws and the narrow scope of the statutory or regulatory exceptions and safe harbors available, our business activities could be challenged under one or more of these laws. Relationships between medical product manufacturers and health care providers are an area of heightened scrutiny by the government. We engage in various activities, including the conduct of speaker programs to educate physicians, the provision of reimbursement advice and support to customers, and the provision of customer and patient support services, that have been the subject of government scrutiny and enforcement action within the medical device industry.

        Government expectations and industry best practices for compliance continue to evolve and past activities may not always be consistent with current industry best practices. Further, there is a lack of government guidance as to whether various industry practices comply with these laws, and government interpretations of these laws continue to evolve, all of which creates compliance uncertainties. Any non-compliance could result in regulatory sanctions, criminal or civil liability and serious harm to our reputation. Although we have a comprehensive compliance program designed to ensure that our employees' and commercial partners' activities and interactions with healthcare professionals and patients are appropriate, ethical, and consistent with all applicable laws, regulations, guidelines, policies and standards, it is not always possible to identify and deter misconduct, and the precautions we take to detect and prevent this activity may not be effective in preventing such conduct, mitigating risks, or reducing the chance of governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations.

        If a government entity opens an investigation into possible violations of any of these laws (which may include the issuance of subpoenas), we would have to expend significant resources to defend ourselves against the allegations. Allegations that we, our officers, or our employees violated any one of these laws can be made by individuals called "whistleblowers" who may be our employees, customers, competitors or other parties. Government policy is to encourage individuals to become whistleblowers and file a complaint in federal court alleging wrongful conduct. The government is required to investigate all of these complaints and decide whether to intervene. If the government intervenes and we are required to pay money back to the government, the whistleblower, as a reward, is awarded a percentage. If the government declines to intervene, the whistleblower may proceed on her own and, if she is successful, she will receive a percentage of any judgment or settlement amount the company is required to pay. The government may also initiate an investigation on its own. If any such actions are instituted against us, those actions could have a significant impact on our business, including the imposition of significant fines, and other sanctions that may materially impair our ability to run a profitable business. In particular, if our operations are found to be in violation of any of the laws described above or if we agree to settle with the government without admitting to any wrongful conduct or if we are found to be in violation of any other governmental regulations that apply to us, we, our officers and employees may be subject to sanctions, including civil and criminal penalties, damages, fines, exclusion from participation in government health care programs, such as Medicare and Medicaid, imprisonment, the curtailment or restructuring of our operations and the imposition of a corporate integrity agreement, any of which could adversely affect our business, results of operations and financial condition.

We could be subject to legal exposure if we do not report the average sales prices, or ASP, to government agencies or if our reporting is not accurate and complete.

        Our products are reimbursed by Medicare in physician office settings at a rate of ASP plus 6% less the sequestration amount (2% of the government's 80% portion). The ASP reimbursement methodology requires us to report, to the government, the ASP for each of our products every quarter. Government price reporting requirements are complex. If we do not report ASP at all or if we report ASP incorrectly we could be subject to civil monetary penalties and/or, if the violation is knowing or reckless, be subject to false claims act liability. In the case of very serious or repeated violations, we




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could be excluded from doing business with the Medicare program and other federal healthcare programs.

Our officers, employees, independent contractors, principal investigators, consultants and commercial partners may engage in misconduct or activities that are improper under other laws and regulations, which would create liability for us.

        We are exposed to the risk that our officers, employees, independent contractors (including contract research organizations, or CROs), principal investigators, consultants and commercial partners may engage in fraudulent conduct or other illegal activity and/or may fail to disclose unauthorized activities to us. Misconduct by these parties could include, but is not limited to, intentional, reckless and/or negligent failures to comply with:

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the laws and regulations of the FDA and its foreign counterparts requiring the reporting of true, complete and accurate information to such regulatory bodies, including but not limited to safety problems associated with the use of our products;



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laws and regulations of the FDA and its foreign counterparts concerning the conduct of clinical trials and the protection of human research subjects;



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other laws and regulations of the FDA and its foreign counterparts relating to the manufacture, processing, packing, holding, investigating or distributing in commerce of medical devices, biological products and/or HCT/Ps; or



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manufacturing standards we have established.

        In particular, companies involved in the manufacture of medical products are subject to laws and regulations intended to ensure that medical products that will be used in patients are safe and effective, and specifically that they are not adulterated or contaminated, that they are properly labeled, and have the identity, strength, quality and purity that which they are represented to possess. Further, companies involved in the research and development of medical products are subject to extensive laws and regulations intended to protect research subjects and ensure the integrity of data generated from clinical trials and of the regulatory review process. Any misconduct in any of these areas—whether by our own employees or by contractors, vendors, business associates, consultants, or other entities acting as our agents—could result in regulatory sanctions, criminal or civil liability and serious harm to our reputation. Although we have a comprehensive compliance program designed to ensure that our employees', CRO partners', principal investigators', consultants', and commercial partners' activities and interactions with healthcare professionals and patients are appropriate, ethical, and consistent with all applicable laws, regulations, guidelines, policies and standards, it is not always possible to identify and deter misconduct, and the precautions we take to detect and prevent this activity may not be effective in preventing such conduct, mitigating risks, or reducing the chance of governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any such actions are instituted against us, those actions could have a significant impact on our business, including the imposition of significant fines, and other sanctions that may materially impair our ability to run a profitable business.

We face significant uncertainty in the industry due to government healthcare reform and other legislative action.

        There have been and continue to be laws enacted by the federal government, state governments, regulators and third party payers to control healthcare costs, and generally, to reform the healthcare system in the United States. For example, the Healthcare Reform Act substantially changed the way healthcare is delivered and financed by both governmental and private insurers. These changes included the creation of demonstration programs and other value-based purchasing initiatives that provide




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financial incentives for physicians and hospitals to reduce costs, including incentives for furnishing low cost therapies for chronic wounds even if those therapies are less effective than our products. Under the Trump Administration, there are ongoing efforts to modify or repeal all or part of PPACA or take executive action that affects its implementation. Tax reform legislation was recently passed that includes provisions that will impact healthcare insurance coverage and payment such as the elimination of the tax penalty for individuals who do not maintain health insurance coverage beginning in 2019 (the so-called "individual mandate"). Such actions or similar actions could have a negative effect on the utilization of our products. We expect such efforts to continue and that there will be additional reform proposals at federal and state levels. We cannot predict whether additional reform proposals will be adopted, when they will be adopted, or what impact they may have on us, but any such proposals could have a negative impact on our business and provide incentives for hospitals and physicians to not use our products.

        General legislative action may also affect our business. For example, the Budget Control Act of 2011 includes provisions to reduce the federal deficit. The Budget Control Act, as amended, resulted in the imposition of reductions of up to 2% in Medicare payments to providers which began in April, 2013 and will remain in effect through 2025 unless additional congressional action is taken. These or other similar reductions in government healthcare spending could result in reduced demand for our products or additional pricing pressure.

If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on our business, results of operations and financial condition.

        We are subject to numerous environmental, health and safety laws and regulations, including those governing laboratory procedures and the handling, use, storage, treatment, manufacture and disposal of hazardous materials and wastes. Our operations involve the use of hazardous and flammable materials, including chemicals and biological materials. Our operations also produce hazardous waste products. We generally contract with third parties for the disposal of these materials and wastes. We cannot eliminate the risk of contamination or injury from these materials. In the event of contamination or injury resulting from our use of hazardous materials, we could be held liable for any resulting damages, and any liability could exceed our resources. We also could incur significant costs associated with civil or criminal fines and penalties.

        Although we maintain workers' compensation insurance to cover us for costs and expenses we may incur due to injuries to our employees resulting from the use of hazardous materials or other work-related injuries, this insurance may not provide adequate coverage against potential liabilities. In addition, we may incur substantial costs in order to comply with current or future environmental, health and safety laws and regulations. These current or future laws and regulations may impair our research, development or production efforts. Failure to comply with these laws and regulations also may result in substantial fines, penalties or other sanctions.

Our sales into foreign markets expose us to risks associated with international sales and operations.

        We are currently selling into foreign markets and plan to expand such sales. Managing a global organization is difficult, time consuming, and expensive. Conducting international operations subjects us to risks that could be different than those faced by us in the United States. The sale and shipment of our products across international borders, as well as the purchase of components and products from international sources, subject us to extensive U.S. and foreign governmental trade, import and export and customs regulations and laws, including but not limited to, the Export Administration Regulations and trade sanctions against embargoed countries, which are administered by the Office of Foreign Assets Control within the Department of the Treasury, as well as the laws and regulations administered




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by the Department of Commerce. These regulations limit our ability to market, sell, distribute or otherwise transfer our products or technology to prohibited countries or persons.

        Compliance with these regulations and laws is costly, and failure to comply with applicable legal and regulatory obligations could adversely affect us in a variety of ways that include, but are not limited to, significant criminal, civil and administrative penalties, including imprisonment of individuals, fines and penalties, denial of export privileges, seizure of shipments and restrictions on certain business activities. Also, the failure to comply with applicable legal and regulatory obligations could result in the disruption of our distribution and sales activities.

        These risks may limit or disrupt our expansion, restrict the movement of funds or result in the deprivation of contractual rights or the taking of property by nationalization or expropriation without fair compensation. Operating in international markets also requires significant management attention and financial resources.

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws.

        The U.S. Foreign Corrupt Practices Act, or FCPA, the U.K. Bribery Act of 2010, and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business. Our policies mandate compliance with these anti-bribery laws, including the requirements to maintain accurate information and internal controls. We operate in many parts of the world that have experienced governmental corruption to some degree and in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. There is no assurance that our internal control policies and procedures will protect us from acts committed by our employees or agents. If we are found to be liable for FCPA or other violations (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others), we could suffer from civil and criminal penalties or other sanctions, including contract cancellations or debarment, and loss of reputation, any of which could have a material adverse impact on our business, financial condition, and results of operations.

Risks Related to Reimbursement for our Products


        Unless the context otherwise requires, for purposes of this section, the terms "we," "us," "the Company," "Organogenesis" or "our company" refer to Organogenesis and its subsidiaries as they currently exist under Delaware law.

The rate of reimbursement and coverage for the purchase of our products by government and private insurance is subject to change.

        Sales of almost all of our products depend partly on the ability of our customers to obtain reimbursement for the cost of our products under government health benefit programs such as Medicare and Medicaid and from other global government authorities. Government health benefit programs and private health plans continuously seek to reduce healthcare costs. For example, in 2014, Medicare unexpectedly established a policy to stop making separate payment for our products in certain clinical settings. This policy required us to reduce prices for our products which caused significant reduction in our revenue. As of January 1, 2018, our PuraPly AM and PuraPly products no longer qualified for separate payments under Medicare and this change has resulted in a reduction in our revenue as compared to prior periods.

        On March 23, 2018, the United States Congress passed, and the President signed into law, the Consolidated Appropriations Act of 2018, or the Appropriations Act. The Appropriations Act restores the pass-through status effective October 1, 2018 for drugs or biologicals whose period of pass-through payment status ended on December 31, 2017 and for which payment was packaged into a covered




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hospital outpatient service furnished beginning on January 1, 2018; PuraPly and PuraPly AM meet these conditions. As a result, PuraPly and PuraPly AM will continue to be included in the "bundled" payment structure from January 1, 2018 through September 30, 2018 after which time Medicare is expected to resume making pass-through payments to hospitals when they use PuraPly and PuraPly AM in the outpatient hospital setting and in ASCs. PuraPly and PuraPly AM will retain this "pass-through" reimbursement status through September 30, 2020. While CMS has regulatory proposals confirming that PuraPly AM and PuraPly are included as biologicals with pass-through payment status, it also requested comments on these proposals, including with respect to which products should qualify for pass-through payment status. Although we do not believe that CMS has the discretion to change its determination that the Appropriations Act restores pass-through status for PuraPly AM and PuraPly, the final rule is expected to be issued in the fourth quarter of 2018 after conclusion of the comment period, which ends on September 24, 2018, and the time required for the agency to complete its review of all comments received. Other skin substitute products, including all of our other products, will remain in the bundled payment structure.

        Our success will depend in part on the extent to which coverage and adequate reimbursement for the costs of such products and related treatments will be available from government health administration authorities, private health insurers and other third-party payers and we do not know whether such reimbursement will be available. For example, currently most private payers provide limited coverage for our PuraPly AM, PuraPly, Affinity and NuShield products and as a result there is limited use of these products for patients covered by private payers.

        The continuing efforts of government agencies, private health plans and other payers of healthcare services to contain or reduce costs of healthcare may adversely affect:

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the availability of our products due to restricted coverage;



•

the ability of our customers to pay for our products;



•

our ability to maintain pricing so as to generate revenues or achieve or maintain profitability; and



•

our ability to access capital.

        Payers are increasingly attempting to contain healthcare costs by limiting both the breadth of coverage and the level of reimbursement, particularly for new therapeutic products generally or specifically for new therapeutic products that target an indication that is perceived to be well served by existing treatments. Specifically, the Patient Protection and Affordable Care Act, or PPACA, enacted in 2010 contains provisions for Medicare demonstration programs that create financial incentives to treat patients with chronic wounds conservatively and not use our products. Furthermore, other than the PuraPly AM and PuraPly products through 2017, our products are not paid separately in the outpatient hospital setting which is our largest customer base. This payment policy has created incentives to use our competitors' products. Accordingly, even if coverage and reimbursement are provided, market acceptance of our products has been and will be adversely affected if access to coverage is administratively burdensome to obtain and/or use of our products is administratively burdensome or unprofitable for healthcare providers or less profitable than alternative treatments. In addition, reimbursement from Medicare, Medicaid and other third-party payers is usually adjusted yearly as a result of legislative, regulatory and policy changes as well as budgetary pressures. Possible reductions in, or eliminations of, coverage or reimbursement by third-party payers, or the denial of, or provision of uneconomical reimbursement for new products, as a result of these changes may affect our customers' revenue and ability to purchase our products. Any changes in the healthcare regulatory, payment or enforcement landscape relative to our customers' healthcare services also has the potential to significantly affect our operations and revenue. In addition, Medicare uses regional contractors called Medicare Administrative Contractors, or MACs, to process claims, develop coverage policies and make




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payments within designated geographic jurisdictions. While our products are currently covered by most MACs, we cannot be certain they will be in the future.

        While we cannot predict the outcome of current or future legislation, we anticipate, particularly given the recent focus on healthcare reform legislation, that governmental authorities will continue to introduce initiatives directed at lowering the total cost of healthcare and restricting coverage and reimbursement for our products. If we are not successful in obtaining adequate reimbursement for our products from third party payers, the market's acceptance of our products could be adversely affected. Inadequate reimbursement levels also likely would create downward price pressure on our products. Even if we do succeed in obtaining widespread reimbursement for our products, future changes in reimbursement policies could have a negative impact on our business, financial condition and results of operations.

Our PuraPly AM and PuraPly products transitioned off "pass-through" reimbursement status to a "bundled" reimbursement structure beginning on January 1, 2018, which has resulted in a decline in our PuraPly AM and PuraPly revenues as compared to prior periods. Although new legislation will restore pass-through status for these products beginning on October 1, 2018, they will again lose this preferred status on October 1, 2020.

        Under Medicare, our PuraPly AM and PuraPly products had pass-through reimbursement status through December 31, 2017 when used in the hospital outpatient and ASC setting. Hospitals and ASCs that use products with "pass-through" status receive a separate payment for the product in addition to the bundled payment, known as a "pass through" payment, resulting in a higher total reimbursement for procedures that use these products. "Pass through" status is typically granted for a two to three year period in order to encourage the development of innovative medical devices, drugs and biologics. As of January 1, 2018, PuraPly AM and PuraPly transitioned to the "bundled" payment structure applicable to other skin substitutes, which provides for a two-tiered payment system in the hospital outpatient and ASC setting and results in a single payment to the provider that covers both the application of the product and the product itself. Under the Appropriations Act, the pass-through status of certain products, including PuraPly AM and PuraPly, are expected to be restored effective October 1, 2018 and they will retain that status through September 30. 2020. As a result of the transition to the bundled payment structure, total Medicare reimbursement for procedures using our PuraPly AM and PuraPly products have decreased during the six months ended June 30, 2018 and may decrease substantially during fiscal 2018. While the precise impact of this transition to the bundled payment structure during 2018 is currently unknown, a substantial decrease in revenue from our PuraPly AM and PuraPly products, which are key products in our portfolio, could occur and have a material adverse effect on our business, results of operations and financial condition. Although Medicare has indicated that it will resume making pass through payments for PuraPly AM and PuraPly products in the outpatient hospital and ASC setting beginning on October 1, 2018 pursuant to the Appropriations Act, all other skin substitute products, including all of our other products, will remain in the bundled payment structure. Because CMS will remove from the bundled payment all amounts attributable to PuraPly AM and PuraPly while they have pass-through status, the bundled payments that will be applicable to our other skin substitute products, such as Apligraf and Dermagraft, will likely decrease and this decrease could also have a material and adverse effect our revenue from these products. In addition, legislation could be enacted in the future to repeal the provisions of the Appropriations Act that relate to pass-through status and terminate or shorten the period during which pass-through will apply to PuraPly AM and PuraPly. Per the existing terms of the Appropriations Act, PuraPly AM and PuraPly will transition back into the bundled payment structure on October 1, 2020 and the loss of the pass-through payment status may result in lower revenue for PuraPly AM and PuraPly which could have a material adverse effect on our business, results of operations and financial condition.




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Cost-containment efforts of our customers, purchasing groups, third-party payers and governmental organizations could adversely affect our business, results of operations and financial condition.

        Many existing and potential customers for our products within the United States are members of GPOs and/or IDNs, including accountable care organizations or public-based purchasing organizations, and our business is partly dependent on major contracts with these organizations. Our products can be contracted under national tenders or with larger hospital GPOs. GPOs and IDNs negotiate pricing arrangements with healthcare product manufacturers and distributors and offer the negotiated prices to affiliated hospitals and other members. GPOs and IDNs typically award contracts on a category-by-category basis through a competitive bidding process. At any given time, we are typically at various stages of responding to bids and negotiating and renewing GPO and IDN agreements, including agreements that would otherwise expire. Bids are generally solicited from multiple manufacturers or service providers with the intention of obtaining lower pricing. Due to the highly competitive nature of the bidding process and the GPO and IDN contracting processes in the United States, we may not be able to obtain or maintain contract positions with major GPOs and IDNs across our product portfolio. Failure to be included in certain of these agreements could have a material adverse effect on our business, financial condition and results of operations. In addition, while having a contract with a major purchaser, such as a GPO or IDN, for a given product category can facilitate sales, sales volumes of those products may not be maintained. For example, GPOs and IDNs are increasingly awarding contracts to multiple suppliers for the same product category. Even when we are the sole contracted supplier of a GPO or IDN for a certain product category, members of the GPO or IDN generally are free to purchase from other suppliers. Furthermore, GPO and IDN contracts typically are terminable without cause upon 60 to 90 days' notice. The healthcare industry has been consolidating, and the consolidation among third-party payers into larger purchasing groups will increase their negotiating and purchasing power. Such consolidation may result in greater pricing pressure on us due to pricing concessions and may further exacerbate the risks described above.

Risks Related to Our Intellectual Property


        Unless the context otherwise requires, for purposes of this section, the terms "we," "us," "the Company," "Organogenesis" or "our company" refer to Organogenesis and its subsidiaries as they currently exist under Delaware law.

Our patents and other intellectual property rights may not adequately protect our products.

        Our ability to compete effectively will depend, in part, on our ability to maintain the proprietary nature of our technology and manufacturing processes. We rely on manufacturing and other know-how, patents, trade secrets, trademarks, license agreements and contractual provisions to establish our intellectual property rights and protect our products. These legal means, however, afford only limited protection and may not adequately protect our rights. The failure to obtain, maintain, enforce or defend such intellectual property rights, for any reason, could allow third parties to make competing products or impact our ability to develop, manufacture and market our own products on a commercially viable basis, or at all, which could have a material adverse effect on our revenues, financial condition or results of operations.

        In particular, we rely primarily on trade secrets, know-how and other unpatented technology, which are difficult to protect. Although we seek such protection in part by entering into confidentiality agreements with our vendors, employees, consultants and others who may have access to proprietary information, we cannot be certain that these agreements will not be breached, adequate remedies for any breach would be available or our trade secrets, know-how and other unpatented proprietary technology will not otherwise become known to or be independently developed by our competitors. If we are unsuccessful in protecting our intellectual property rights, sales of our products may suffer and our ability to generate revenue could be severely impacted.




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        We have filed applications to register various trademarks for use in connection with our products in various countries and also, with respect to certain products, rely on the trademarks of third parties. These trademarks may not afford adequate protection. We or these third parties also may not have the financial resources to enforce the rights under these trademarks which may enable others to use the trademarks and dilute their value. Additionally, our marks may be found to conflict with the trademarks of third parties. In such a case, we may not be able to derive any value from such trademarks or, even, may be required to cease using the conflicting mark. The value of our trademarks may also be diminished by our own actions, such as failing to impose appropriate quality control when licensing our trademarks. Any of the foregoing could impair the value of, or ability to use, our trademarks and have an adverse effect on our business.

        Most of the key patents related to our marketed products are expired. We have no patent protection covering, for example, our Apligraf, Dermagraft, or NuShield products. However, in addition to trade secrets, trademarks, know-how and other unpatented technology, we have pursued and plan to continue to pursue patent protection where we believe that doing so offers potential commercial benefits. However, we may be incorrect in our assessments of whether or when to pursue patent protection. Moreover, patents may not issue from any of our pending patent applications. Even if we obtain or in-license issued patents, such patent rights may not provide valid patent protection sufficiently broad to prevent any third party from developing, using or commercializing products that are similar or functionally equivalent to our products or technologies, or otherwise provide any competitive advantage. In addition, these patent rights may be challenged, revoked, invalidated, infringed or circumvented by third parties. Laws relating to such rights may in the future be changed or withdrawn in a manner adverse to us.

        Additionally, our products, or the technologies or processes used to formulate or manufacture our products may now, or in the future, infringe the patent rights of third parties. It is also possible that third parties will obtain patent or other proprietary rights that might be necessary or useful for the development, manufacture or sale of our products. In such cases, we may need or choose to obtain licenses for intellectual property rights from others and it is possible that we may not be able to obtain these licenses on commercially reasonable terms, if at all.

Pending and future intellectual property litigation could be costly and disruptive and may have an adverse effect on our business, results of operations and financial condition.

        We operate in an industry characterized by extensive intellectual property litigation. Defending intellectual property litigation is expensive and complex, takes significant time and diverts management's attention from other business concerns, and the outcomes are difficult to predict. We have in the past been subject to claims that our products or technology violate a third party's intellectual property rights, and we may be subject to such assertions in the future. Any pending or future intellectual property litigation may result in significant damage awards, including treble damages under certain circumstances, and injunctions that could prevent the manufacture and sale of affected products or could force us to seek a license and/or make significant royalty or other payments in order to continue selling the affected products. Such licenses may not be available on commercially reasonable terms, if at all. We have in the past and may in the future choose to settle disputes involving third party intellectual property by taking a license. Such licenses or other settlements may involve, for example, upfront payments, yearly maintenance fees and royalties. At any given time, we are involved as either a plaintiff or a defendant in a number of intellectual property actions, the outcomes of which may not be known for prolonged periods of time. A successful claim of patent or other intellectual property infringement or misappropriation against us could materially adversely affect our business, results of operations and financial condition.




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We may be subject to damages resulting from claims that we, our employees, or our independent contractors have wrongfully used or disclosed alleged trade secrets, proprietary or confidential information of our competitors or are in breach of non-competition or non-solicitation agreements with our competitors.

        Some of our employees were previously employed at other medical device, pharmaceutical or biotechnology companies. We may also hire additional employees who are currently employed at other medical device, pharmaceutical or biotechnology companies, including our competitors. Additionally, consultants or other independent agents with which we may contract may be or have been in a contractual arrangement with one or more of our competitors. Although no claims are currently pending, we may be subject to claims that we, our employees, or our independent contractors have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of these former employers or competitors. In addition, we have been and may in the future be subject to claims that we caused an employee to breach the terms of his or her non-competition or non-solicitation agreement. Litigation may be necessary to defend against these claims. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management. If we fail to defend such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. There can be no assurance that this type of litigation will not continue, and any future litigation or the threat thereof may adversely affect our ability to hire additional direct sales representatives, or other personnel. A loss of key personnel or their work product could hamper or prevent our ability to market existing or new products, which could severely harm our business.

We may become involved in lawsuits to protect or enforce our patents or other intellectual property, which could be expensive, time-consuming and ultimately unsuccessful.

        Competitors may infringe or misappropriate the patents or other intellectual property that we own or license. In response, we may be required to file infringement claims, which can be expensive and time-consuming. Any claims we assert against perceived infringers could provoke these parties to assert counterclaims against us, such as alleging that we infringe their patents. In addition, in a patent infringement proceeding, a court may decide that a patent that we own or license is invalid or unenforceable, in whole or in part, construe the patent's claims narrowly or conclude that there is no infringement. An adverse result in any litigation or defense proceeding could put one or more of our patents at risk of being invalidated or interpreted narrowly and could put our patent applications at risk of not issuing.

        Interference proceedings provoked by third parties or brought by us may be necessary to determine the priority of inventions with respect to the patents or patent applications that we own or license. An unfavorable outcome could require us to cease using the invention or attempt to license rights to it from the prevailing party. Our business could be harmed if the prevailing party does not offer us a license on commercially reasonable terms. Our defense of litigation or interference proceedings may fail and, even if successful, may result in substantial costs and distract our management and other employees. We may not be able to prevent, alone or with our licensors, misappropriation of our intellectual property rights, particularly in countries where the laws may not protect those rights as fully as in the United States.

If we are unable to protect the confidentiality of our trade secrets and know-how, our business and competitive position would be harmed.

        We seek to protect our proprietary technology and processes, in part, by entering into confidentiality and assignment of inventions agreements with our employees, consultants, scientific advisors and contractors. We also seek to preserve the integrity and confidentiality of our data and trade secrets by maintaining physical security of our premises and physical and electronic security of our information technology systems. Despite our efforts, agreements may be breached and security measures may fail, and we may not have adequate remedies for any breach or failure. In addition, our trade secrets and know-how may otherwise become known or be independently discovered by competitors.




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        Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. Moreover, if any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would be harmed.

We may be subject to claims challenging the inventorship or ownership of the patents and other intellectual property that we own or license.

        We may be subject to claims that former employees, collaborators or other third parties have an ownership interest in the patents and intellectual property that we own or license. While it is our policy to require our employees and contractors who may be involved in the development of intellectual property to execute agreements obligating them to assign such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who in fact develops intellectual property that we regard as our own; our licensors may face similar obstacles. We could be subject to ownership disputes arising, for example, from conflicting obligations of consultants or others who are involved in developing our product candidates. Litigation may be necessary to defend against any claims challenging inventorship or ownership. If we fail in defending any such claims, we may have to pay monetary damages and may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, intellectual property, which could adversely impact our business, results of operations and financial condition.

Obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

        Periodic maintenance fees, renewal fees, annuity fees and other fees on patents and patent applications will be due to be paid to the U.S. Patent and Trademark Office and similar foreign agencies in several stages over the lifetime of the patents and patent applications. We rely on our outside counsel to pay these fees due to foreign patent agencies. The U.S. Patent and Trademark Office and various foreign patent agencies require compliance with a number of procedural, documentary, fee payment and other provisions during the patent application process. We employ law firms and other professionals to help us comply, and in many cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. However, there are situations in which non-compliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, potential competitors might be able to enter the market, which could have a material adverse effect on our business, results of operations and financial condition.

Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our products.

        Success in the biopharmaceutical industry is heavily dependent on intellectual property, particularly patents. Obtaining and enforcing patents in the pharmaceutical industry involve both technological and legal complexity, and therefore obtaining and enforcing pharmaceutical patents is costly, time-consuming and inherently uncertain.

        Recent patent reform legislation could increase the uncertainties and costs of prosecuting patent applications and enforcing and defending patents. Enacted in 2011, the Leahy-Smith America Invents Act, or the Leahy-Smith Act, made significant changes to U.S. patent law, including provisions that affect the prosecution of patent applications and also affect patent litigation. The U.S. Patent and




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Trademark Office developed new regulations and procedures to govern administration of the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act, including the first to file provisions, only became effective in March 2013. The full impact of the Leahy-Smith Act on our business is not yet clear, but it could result in increased costs and more limited patent protection, either of which could adversely affect our business, results of operations and financial condition.

        Moreover, recent U.S. Supreme Court rulings have narrowed the scope of patent protection available in certain circumstances and weakened the rights of patent owners in certain situations. In addition to increasing uncertainty regarding our ability to obtain patents in the future, this combination of events has created uncertainty regarding the value of any patents we do obtain. Depending on decisions by the U.S. Congress, the federal courts, and the U.S. Patent and Trademark Office, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce any current or future patents that we may own or license.

Risks Related to Our Indebtedness


        Unless the context otherwise requires, for purposes of this section, the terms "we," "us," "the Company," "Organogenesis" or "our company" refer to Organogenesis and its subsidiaries as they currently exist under Delaware law.

Our substantial indebtedness may have a material adverse effect on our business, results of operations and financial condition.

        We have a significant amount of indebtedness. As of August 17, 2018, we and our subsidiaries had approximately $114.7 million of aggregate principal amount of indebtedness outstanding (including $5.0 million of deferred acquisition expenses related to our acquisition of NuTech Medical). Although we expect to reduce the principal amount of our outstanding indebtedness by approximately $67.7 million in connection with the business combination, we still expect to have approximately $47.0 million of aggregate principal amount of indebtedness outstanding following the closing of the business combination. Our substantial level of indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of our indebtedness. Our substantial indebtedness could have other important consequences to our debt holders and significant effects on our business. For example, it could:

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increase our vulnerability to adverse changes in general economic, industry and competitive conditions;



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require us to dedicate a substantial portion of our cash flow from operations to making payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;



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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;



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expose us to the risk of increased interest rates as certain of our borrowings are at variable rates, and we may not be able to enter into interest rate swaps and any swaps we enter into may not fully mitigate our interest rate risk;



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restrict us from capitalizing on business opportunities;



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make it more difficult to satisfy our financial obligations, including payments on our indebtedness;



•

place us at a competitive disadvantage compared to our competitors that have less debt; and




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limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general corporate purposes.

        In addition, the credit agreements governing our senior secured and subordinated credit facilities collateralize substantially all of our personal property and assets, including our intellectual property, and contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default that, if not cured or waived, could result in the acceleration of all of our indebtedness.

Despite our current level of indebtedness, we may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

        We may be able to incur significant additional indebtedness in the future. Although the credit agreements governing our senior secured and subordinated credit facilities limit our ability and the ability of our present and future subsidiaries to incur additional indebtedness, the terms of the senior secured and subordinated credit facilities permit us to incur significant additional indebtedness. In addition, the credit agreements governing our senior secured and subordinated credit facilities do not prohibit us from incurring obligations that do not constitute indebtedness as defined therein. To the extent that we incur additional indebtedness or such other obligations, the risk associated with our substantial indebtedness described above, including our potential inability to service our debt, will increase.

We will require a significant amount of cash to service our debt, and our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could materially adversely affect our business, results of operations and financial condition.

        Our ability to make payments on and to refinance our indebtedness and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, business, legislative, regulatory and other factors that are beyond our control.

        If our business does not generate sufficient cash flow from operations or if future borrowings are not available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness on or before the maturity thereof, sell assets, reduce or delay capital investments or seek to raise additional capital, any of which could have a material adverse effect on our business, results of operations and financial condition. In addition, we may not be able to effect any of these actions, if necessary, on commercially reasonable terms or at all. Our ability to restructure or refinance our indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments, including the credit agreements governing our senior and subordinated secured credit facilities, may limit or prevent us from taking any of these actions. In addition, any failure to make scheduled payments of interest and principal on our outstanding indebtedness would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on commercially reasonable terms or at all. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, would have an adverse effect, which could be material, on our business, results of operations and financial condition, as well as on our ability to satisfy our obligations in respect of the senior and subordinated secured credit facilities and our other indebtedness.




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Our failure to comply with the agreements relating to our outstanding indebtedness, including as a result of events beyond our control, could result in an event of default that could materially adversely affect our business, results of operations and financial condition.

        If there were an event of default under any of the agreements relating to our outstanding indebtedness, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately. We cannot guarantee that our assets or cash flow would be sufficient to fully repay borrowings under our outstanding debt instruments if accelerated upon an event of default. Further, if we are unable to repay, refinance or restructure our indebtedness under our secured debt, the holders of such debt could proceed against the collateral securing that indebtedness. In addition, any event of default or declaration of acceleration under one debt instrument could also result in an event of default under one or more of our other debt instruments. As a result, any default by us on our indebtedness could have a material adverse effect on our business, results of operations and financial condition.

The credit agreements governing our senior secured credit facility and our subordinated credit facility restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

        The credit agreements governing our senior secured credit facility and our subordinated credit facility are collateralized by substantially all of our assets, including our intellectual property, and impose significant operating and financial restrictions and limit our ability and our other restricted subsidiaries' ability to, among other things:

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incur additional indebtedness for borrowed money and guarantee indebtedness;



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pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock;



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enter into any new line of business not reasonably related to our existing business;



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prepay, redeem or repurchase certain debt;



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make loans and investments;



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sell or otherwise dispose of assets;



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incur liens;



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enter into transactions with affiliates;



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enter into agreements restricting our subsidiaries' ability to pay dividends; and



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consolidate, merge or sell all or substantially all of our assets.

        As a result of these covenants and restrictions, we are and will be limited in how we conduct our business, and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. In addition, our senior secured credit facility requires us to comply with a minimum consolidated adjusted EBITDA covenant (measured as of the last day of each month) and a minimum monthly liquidity ratio (measured as of the last day of each month). The operating and financial restrictions and covenants in the senior secured credit facility, as well as any future financing agreements that we may enter into, may restrict our ability to finance our operations, engage in business activities or expand or fully pursue our business strategies. Our ability to comply with these covenants may be affected by events beyond our control, and we may not be able to meet those covenants. For example, in the past, we have not been in compliance with certain financial covenants in our debt agreements, which may occur again in the future. We cannot guarantee that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants.




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        Our failure to comply with the restrictive covenants described above as well as others contained in our future debt instruments from time to time could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date. If we are forced to refinance these borrowings on less favorable terms, our business, results of operations and financial condition could be adversely affected.

Risks Related to AHPAC and the Business Combination


The initial shareholders and management team have agreed to vote in favor of the business combination, regardless of how public shareholders vote.

        As of the date hereof, the initial shareholders own 100% of AHPAC's outstanding Class B shares and approximately 15.8% of AHPAC's outstanding ordinary shares in total. AHPAC's amended and restated memorandum and articles of association provide that the business combination will be approved if AHPAC receives the affirmative vote of a majority of the ordinary shares voted at the general meeting, including the Class B ordinary shares. Accordingly, the agreement by the initial shareholders to vote in favor of the business combination will increase the likelihood that AHPAC will receive the requisite shareholder approval for the business combination.

The sponsor, certain members of the AHPAC Board and AHPAC's officers have interests in the business combination that are different from or are in addition to other shareholders in recommending that shareholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this consent solicitation/joint proxy statement/prospectus.

        When considering the AHPAC Board's recommendation that AHPAC's shareholders vote in favor of the approval of the Business Combination Proposal, AHPAC's shareholders should be aware that the directors and officers of AHPAC have interests in the business combination that may be different from, or in addition to, the interests of AHPAC's shareholders. See the section titled "The Business Combination—Interests of Certain Persons in the Business Combination" for further information.

The initial shareholders, includingCertain members of the sponsorAHPAC Board and AHPAC's independent directors, holdofficers are also members of the investment committee of the PIPE Investors

        The PIPE Investors share a significant numbercommon investment committee, which is comprised of Thompson Dean, David Burgstahler, Sriram Venkataraman and Robert Girardi. Thompson Dean is also the Executive Chairman of AHPAC Common Shares. They will lose their entireand David Burgstahler is also the President, Chief Executive Officer and a director of AHPAC. Robert Girardi is also a director of Merger Sub. In connection with the PIPE Investors' investment, Mr. Burgstahler conducted negotiations on behalf of the PIPE Investors (with input from, and representing the views of, certain limited partners of the PIPE Investors), and Messrs. Dean and Girardi primarily represented AHPAC in such negotiations.

        Separately, Avista Capital Holdings, LP acts as investment adviser to the PIPE Investors. Sponsor and Avista Capital Holdings, LP are under common control, as both are majority owned and controlled by Thompson Dean and David Burgstahler. The Sponsor controls AHPAC, ifholding approximately 74% of AHPAC's issued and outstanding share capital.

        As a business combination is not completed.

        The initial shareholders currently own 5,812,500result of the foregoing, the directors and officers of AHPAC Class B ordinary shares. The AHPAC Class B ordinary shares will be worthless if AHPAC does not complete an initial business combination. At the consummation ofhave interests in the business combination that may be different from, or in addition to, the initial shareholders agreedinterests of AHPAC's shareholders.

        For more information, please see the sections entitled "The Business Combination—Interests of Certain Persons in the Business Combination" commencing on page [111] and "Certain Relationships and Related Transactions—AHPAC's Related Party Transactions" commencing on page [262].

The aggregate investment of the PIPE Investors' per share investments in ORGO is at a substantial discount to surrender an aggregate of 4,421,507 founder shares and 16,400,000 private placement warrants on a pro rata basis.the public shareholders' investment in AHPAC

        Concurrently with the signing of the Merger Agreement, AHPAC entered into a subscription agreement (the "Subscription Agreement""Subscription Agreement") with the PIPE Investors for the purchase and sale of 9,022,741 shares of ORGO Class A common stock and 4,100,000 PIPE warrants (the "equity financing") for an aggregate purchase price of $46 million, to be consummated concurrently with the consummation of the business combination. The effective price to the PIPE Investors of the equity financing is approximately $5.10 per share of ORGO Class A common stock. The PIPE Investors also purchased, concurrently with the execution and delivery of the Merger Agreement, 3,221,050 shares of Organogenesis common stock for an aggregate purchase price of $46 million, or approximately $14.28 per share of Organogenesis common stock (such subscription, collectively with the equity financing, the




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"private investment"), which would be equivalent to a price of $7.035 per share of ORGO Class A common stock to be received in the equity financing.merger if the business combination is completed. The personal and financial interestspurpose of the sponsor, AHPAC's executive officers and directors may influence their motivation in completingprivate investment is to fund the business combination and influencingrelated transactions and for general corporate purposes. The effective price of the operationprivate investment to the PIPE Investors is approximately $5.91 per share of ORGO afterClass A common stock across their aggregate $92 million investment. As a result of the business combination has been consummated.incremental surrender of founder shares agreed to by the Class B Holders in connection with the equity financing pursuant to the terms of the Parent Sponsor Letter Agreement, the effective price of the equity financing to ORGO is approximately $7.035 per share of ORGO Class A common stock. The warrants surrendered by the Class B Holders do not impact these calculations, as no purchase price was allocated to the warrants in light of the exercise price of the warrants.

        The effective price of the private investment to the PIPE Investors and the effective price of the equity financing to ORGO are each at a substantial discount to the public shareholders' investment in AHPAC. AHPAC's public shareholders invested into AHPAC at a per-share price of $10.00 on its initial public offering ("IPO"), or at per-share amounts in the range of $9.28 to $10.87 in the public market since AHPAC's IPO as of October 30, 2018.

The sponsor, officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if a business combination is not completed.

        At the closing of the business combination, the sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on AHPAC's behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on AHPAC's behalf. The personal and




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financial interests of the sponsor, executive officers and directors may influence their motivation in identifying and selecting a target business combination and completing the business combination.

The sponsor, directors or officers or their affiliates may elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public "float" of ORGO common stock.

        The sponsor, AHPAC's directors or executive officers or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the business combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of shares of AHPAC common stock, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the sponsor, directors, officers or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy closing conditions in the Merger Agreement regarding required amounts in the trust account and the proceeds from the private placement equaling or exceeding certain thresholds where it appears that such requirements would otherwise not be met. This may result in the completion of the business combination that may not otherwise have been possible.

        In addition, if such purchases are made, the public "float" of ORGO common stock and the number of beneficial holders of ORGO's securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of AHPAC's securities on NASDAQ or another national securities exchange or reducing the liquidity of the trading market for ORGO common stock.

Public shareholders will experience dilution as a consequence of, among other transactions, the issuance of ORGO common stock as consideration in the business combination, the exchange and the equity financing. Having a minority share position may reduce the influence that AHPAC's current shareholders have on the management of AHPAC.

        It is anticipated that, upon completion of the business combination: (i) AHPAC's public shareholders will retain no ownership in ORGO; (ii) the sponsor will own approximately 1.4% of ORGO; (iii) the Organogenesis Stockholders will own approximately 82.5% of ORGO (including the shares issued to the Insider Lenders in connection with the exchange and excluding shares held by the PIPE Investors); and (iv) the PIPE Investors will own approximately 16.1% of ORGO. The ownership percentages of ORGO following the business combination exclude the AHPAC Class A ordinary shares issuable upon the exercise of the AHPAC warrants and the shares issuable upon exercise of the warrants for ORGO common stock that will be issued in connection with and remain outstanding following the business combination, other than the replacement warrants, and assume (i) the exercise of redemption rights by 100% of AHPAC's public shareholders, (ii) the consummation of the equity financing and the exchange and (iii) that approximately 96.8 million shares of ORGO common stock are outstanding (including shares of ORGO common stock issuable upon the exercise of outstanding options and replacement warrants, calculated on a treasury stock method basis at a price per share of $7.035). For more information, please see the sections entitled "Summary of the Consent Solicitation/Joint Proxy Statement/Prospectus—Ownership of AHPAC" and "Unaudited Pro Forma Condensed Combined Financial Information." See the section titled "The Business Combination—The Merger Agreement—Equity Financing" beginning on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus for further details regarding AHPAC's obligations in connection with the equity financing.

        To the extent that any warrants to purchase ORGO common stock that will be issued in connection with and remain outstanding following the business combination are exercised, current




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shareholders may experience substantial dilution. Such dilution could, among other things, limit the ability of AHPAC's current shareholders to influence management of AHPAC through the election of directors following the business combination.

There can be no assurance that ORGO common stock that will be issued in connection with the business combination will be approved for listing on NASDAQ following the consummation of the business combination, or that AHPAC will be able to comply with the continued listing standards of NASDAQ.

        The AHPAC Class A ordinary shares and public warrants are currently listed on NASDAQ. As of the close of business on October 30, 2018, trading has been halted on AHPAC's continued eligibility for listing may dependClass A ordinary shares, units and warrants as a result of the redemption on among other things,October 31, 2018 of all of AHPAC's Class A ordinary shares. On November 2, 2018, as a result of the numberredemption of the public shares, AHPAC received a written notice from NASDAQ indicating that are redeemed.the Class A ordinary shares, warrants and units would be delisted. AHPAC intends to appeal NASDAQ's decision to a hearings panel prior to the deadline to appeal on November 9, 2018 pursuant to the procedures set forth in the NASDAQ rules. AHPAC can provide no assurance that, following the hearing, the hearings panel will grant the request for continued listing or that AHPAC can maintain compliance with the other NASDAQ listing standards.

        If, after the business combination, NASDAQ delists ORGO common stock from trading on its exchange for failure to meet the listing standards, ORGO's stockholders could face significant material adverse consequences including:

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a limited availability of market quotations for ORGO's securities;



•

reduced liquidity for ORGO's securities;



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a determination that ORGO common stock is a "penny stock" which will require brokers trading in ORGO common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for ORGO's securities;



•

a limited amount of news and analyst coverage; and



•

a decreased ability to issue additional securities or obtain additional financing in the future.

        The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered securities." Because AHPAC Class A ordinary shares and public warrants are listed on NASDAQ, they are covered securities. Although the states are preempted from regulating the sale of AHPAC's securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While AHPAC is not aware of a state, other than the state of Idaho, having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if the shares were no longer listed on NASDAQ, AHPAC's securities would not be covered securities and AHPAC would be subject to regulation in each state in which AHPAC offers securities.

A significant portion of ORGO common stock following the business combination will be restricted from immediate resale, but may be sold into the market in the future. This could cause the market price of ORGO common stock to drop significantly, even if our business is doing well.

        Sales of a substantial number of shares of common stock in the public market could occur at any time.time following the consummation of the business combination. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of ORGO common stock.

        It is anticipated that, upon completion of the business combination: (i) AHPAC's public shareholders will retain no ownership in ORGO; (ii) the sponsor will own approximately 1.4% of




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ORGO; (iii) the Organogenesis Stockholders will own approximately 82.5% of ORGO (including the shares issued to the Insider Lenders in connection with the exchange and excluding shares held by the PIPE Investors); and (iv) the PIPE Investors will own approximately 16.1% of ORGO. The ownership percentages of ORGO following the business combination exclude the AHPAC Class A ordinary shares issuable upon the exercise of the AHPAC warrants and the shares issuable upon exercise of the warrants for ORGO common stock that will




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be issued in connection with the merger, the exchange and the equity financing and remain outstanding following the business combination, other than the replacement warrants, and assume (i) the exercise of redemption rights by 100% of AHPAC's public shareholders, (ii) the consummation of the equity financing and the exchange and (iii) that approximately 96.8 million shares of ORGO common stock are outstanding (including shares of ORGO common stock issuable upon the exercise of outstanding options and replacement warrants, calculated on a treasury stock method basis at a price per share of $7.035). For more information, please see the sections entitled "Summary of the Consent Solicitation/Joint Proxy Statement/Prospectus—Ownership of AHPAC" and "Unaudited Pro Forma Condensed Combined Financial Information."

        At the closing of the business combination, AHPAC, the sponsor and the restricted stockholders will enter into the Amended and Restated Registration Rights Agreement, pursuant to which, among other things, the existing Organogenesis stockholders will agree not to sell, transfer, pledge or otherwise dispose of shares of common stock in ORGO it receives in connection with the business combination for six months from the closing date of the business combination. In addition, our initial shareholders have agreed not to transfer, assign or sell any of its founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination or (B) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. As restrictions on resale end, the market price of ORGO common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

AHPAC has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement.has liquidated its trust account. As such, there is a risk that AHPAC will be unable to continue as a going concern if it does not consummate an initialthe business combination by October 14, 2018, or if the extension is approved, by February 15, 2019. If AHPAC is unable to effect a business combination by October 14, 2018, or if the extension is approved, by February 15, 2019, AHPAC will be forced to liquidate and AHPAC's warrants will expire worthless. The AHPAC Board believes approval of the extension will be required to consummate the Organogenesis Transaction.combination.

        AHPAC is a blank check company and as suchwhich has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement. There is a risk that AHPAC will be unable to continue as a going concern if it does not consummate an initial business combination by October 14, 2018, or if the extension is approved, by February 15, 2019. Unless AHPAC receives shareholder approval to amendredeemed all of its memorandum and articles of association to extend the life of AHPAC and certain other agreements into which AHPAC has entered, if it does not complete an initial business combination by October 14, 2018, it will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares which redemption will completely extinguish public shareholders' rights as shareholders (includingand liquidated its trust account. If the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of AHPAC's remaining shareholders and the AHPAC Board, dissolve and liquidate, subject in each case to AHPAC's obligations under the Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including trust account assets) will be less than the initial public offering price per public unit in the IPO. In addition, if AHPAC fails to complete an initial business combination by October 14, 2018, or if the extension is approved, by February 15, 2019, there will be no redemption rights or liquidating distributions with respect to




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AHPAC's public warrants or the private placement warrants, which will expire worthless, unlessnot consummated, AHPAC amends AHPAC's amended and restated memorandum and articles of association to extend the life of AHPAC and certain other agreements into which AHPAC has entered. On August 21, 2018, AHPAC filed a preliminary proxy statement in respect of an extraordinary general meeting at which AHPAC shareholders will have the opportunitylimited assets, and limited ability to consider amendments to AHPAC's Articles of Association and the Trust Agreement to extend the time period for AHPAC to consummate a business combination. The AHPAC Board believes suchengage in an extension will be required to consummate the Organogenesis Transaction.alternative transaction.

AHPAC is not required to obtain and has not obtained an opinion from an independent investment banking or accounting firm, and consequently, you may have no assurance from an independent source that the price AHPAC is paying for Organogenesis is fair from a financial point of view.

        AHPAC is not required to obtain an opinion from an independent investment banking or accounting firm that the price it is paying to acquire Organogenesis is fair from a financial point of view. The AHPAC Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the business combination. In analyzing the business combination, the AHPAC Board and AHPAC's management conducted due diligence on Organogenesis and researched the industry in which Organogenesis operates and concluded that the business combination was in the best interests of AHPAC and its stockholders. Accordingly, investors will be relying solely on the judgment of the AHPAC Board in valuing Organogenesis's business, and the AHPAC Board may not have properly valued the business. The lack of a third-party valuation or fairness opinion may also lead an increased number of public stockholders to vote against the business combination or demand redemption of their shares, which could potentially impact AHPAC's ability to consummate the business combination.

        For more information about AHPAC's decision-making process, see the section entitled "The Business Combination—The AHPAC Board's Reasons for the Approval of the Business Combination."




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AHPAC and Organogenesis have incurred and expect to incur significant costs associated with the business combination. Whether or not the business combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by AHPAC if the business combination is not completed.

        AHPAC and Organogenesis expect to incur significant costs associated with the business combination. Even if the business combination is not completed, AHPAC expects to incur approximately $[    ·    ] million in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by AHPAC if the business combination is not completed.

Even if the domestication qualifies as a reorganization under Section 368(a) of the Code, a U.S. Holder generally may still recognize gain at the effective time of the domestication.

        U.S. holders (as defined in "Material U.S. Federal Income Tax Considerations" below) may be subject to U.S. federal income tax as a result of the domestication.

        A U.S. holder who on the day of the domestication beneficially owns (actually or constructively) AHPAC ordinary shares with a fair market value of $50,000 or more, but less than 10% of the total combined voting power of all classes of AHPAC ordinary shares entitled to vote and less than 10% of the total value of all classes of AHPAC ordinary shares, generally will recognize gain (but not loss) in respect of the domestication as if such holder exchanged its AHPAC ordinary shares for ORGO common stock in a taxable transaction, unless such U.S. holder elects in accordance with applicable Treasury regulations to include in income the "all earnings and profits amount" (as defined in the Treasury regulations) attributable to the AHPAC ordinary shares held directly by such holder.




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        Additionally, proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that, a U.S. person who disposes of stock of a PFIC (as defined in "Material U.S. Federal Income Tax Considerations" below) must recognize gain equal to the excess of the fair market value of such PFIC stock over its adjusted tax basis, notwithstanding any other provision of the Code.

        If AHPAC is considered a PFIC for U.S. federal income tax purposes, these regulations, if finalized in their current form, would generally require U.S. holders of AHPAC ordinary shares to recognize gain on the exchange of AHPAC ordinary shares for ORGO common stock pursuant to the domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such holders on the undistributed earnings, if any, of AHPAC. The same rule may also apply to a U.S. holder who exchanges AHPAC warrants for ORGO warrants. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury regulations under Section 1291(f) of the Code will be adopted.

        Because the domestication will occur prior to the redemption of U.S. holders that exercise redemption rights, U.S. holders exercising redemption rights will be subject to the foregoing tax consequences regardless of whether they exercise their redemption rights.

All holders should consult their tax advisors regarding the tax consequences of the domestication. For a more detailed explanation of the tax consequences, see the discussion below in the section entitled "Material U.S. Federal Income Tax Consequences."

Even if AHPAC consummates the business combination, there is no guarantee that the public warrants will ever be in the money, and they may expire worthless and the terms of AHPAC's warrants may be amended.

        The exercise price for AHPAC's warrants is $11.50 per whole AHPAC Class A ordinary share. There is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

AHPAC's ability to successfully effect the business combination and to be successful thereafter will be dependent upon the efforts of AHPAC's key personnel, including the key personnel of Organogenesis whom AHPAC expects to stay with Organogenesis following the business combination. The loss of key personnel could negatively impact the operations and profitability of ORGO's post-combination business and its financial condition could suffer as a result.

        AHPAC's ability to successfully effect the business combination is dependent upon the efforts of certain key personnel, including the key personnel of Organogenesis. Although some of AHPAC's key personnel may remain with Organogenesis in advisory positions following the business combination, it is possible that ORGO will lose some key personnel, the loss of which could negatively impact the operations and profitability of ORGO's post-combination business. AHPAC anticipates that some or all of the management of Organogenesis will remain in place.

        ORGO's success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. Departure by certain of Organogenesis' officers could have a material adverse effect on ORGO's business, financial condition, or operating results. Organogenesis does not maintain key-man life insurance on any of its officers. The services of such personnel may not continue to be available to ORGO.




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AHPAC and Organogenesis will be subject to business uncertainties and contractual restrictions while the business combination is pending.

        Uncertainty about the effect of the business combination on employees and third parties may have an adverse effect on AHPAC and Organogenesis. These uncertainties may impair AHPAC or Organogenesis's ability to retain and motivate key personnel and could cause third parties that deal with any of us or them to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the business combination, AHPAC or Organogenesis's business could be harmed.

AHPAC may waive one or more of the conditions to the business combination.

        AHPAC may agree to waive, in whole or in part, one or more of the conditions to AHPAC's obligations to complete the business combination, to the extent permitted by AHPAC's amended and restated memorandum and articles of association and applicable laws. For example, it is a condition to AHPAC's obligations to close the business combination that Organogenesis performed and complied in all material respects with the obligations required to be performed or complied with by Organogenesis under the Merger Agreement. However, if the AHPAC Board determines that a breach of this




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obligation is not material, then the Board may elect to waive that condition and close the business combination. AHPAC may not waive the condition that AHPAC's shareholders approve the business combination. Please see the section entitled "The Merger Agreement—Conditions to Closing of the Business Combination" for additional information.

The exercise of discretion by AHPAC's directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Merger Agreement may result in a conflict of interest when determining whether such changes to the terms of the Merger Agreement or waivers of conditions are appropriate and in the best interests of AHPAC's shareholders.

        In the period leading up to the consummation of the business combination, other events may occur that, pursuant to the Merger Agreement, would require AHPAC to agree to amend the Merger Agreement, to consent to certain actions or to waive rights that it is entitled to under those agreements. Such events could arise because of changes in the course of Organogenesis' business, a request by Organogenesis or Organogenesis' management to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Organogenesis' business and would entitle AHPAC to terminate the Merger Agreement. In any of such circumstances, it would be in the discretion of AHPAC, acting through the AHPAC Board, to grant its consent or waive its rights. The existence of the financial and personal interests of the directors described elsewhere in this consent solicitation/joint proxy statement/prospectus may result in a conflict of interest on the part of one or more of the directors between what he or she may believe is best for AHPAC and AHPAC's shareholders and what he or she may believe is best for himself or herself or his or her affiliates in determining whether or not to take the requested action. As of the date of this consent solicitation/joint proxy statement/prospectus, AHPAC does not believe there will be any changes or waivers that AHPAC's directors and officers would be likely to make after shareholder approval of the business combination has been obtained. While certain changes could be made without further shareholder approval, if there is a change to the terms of the business combination that would have a material impact on the shareholders, AHPAC will be required to circulate a new or amended consent solicitation/joint proxy statement/prospectus or supplement thereto and resolicit the vote of AHPAC's shareholders with respect to the Business Combination Proposal.




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AHPAC will incur significant transaction and transition costs in connection with the business combination.

        AHPAC has incurred and expects to incur significant, non-recurring costs in connection with consummating the business combination and operating as a public company following the consummation of the business combination. AHPAC may incur additional costs to retain key employees. All expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby (including the business combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs.

        AHPAC's transaction expenses as a result of the business combination are currently estimated at approximately $12 million.

If AHPAC is unable to complete an initial business combination, public shareholders may receive only approximately $10.00 per share on the liquidation of the trust account (or less than $10.00 per share in certain circumstances where a third party brings a claim against us that the sponsor is unable to indemnify), and AHPAC's warrants willmay expire worthless.

        If AHPAC is unable to complete an initial business combination, by October 14, 2018 or any extension date, public shareholders may receive only approximately $10.00 per share on the liquidation of the trust account (or less than $10.00 per share in certain circumstances where a third-party brings a claim against us that the sponsor unable to indemnify (as described herein)) and AHPAC's warrants willmay expire worthless.

If third parties bring claims against AHPAC, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.

        AHPAC's placing of funds in the trust account may not protect those funds from third-party claims against it. Although AHPAC will seek to have all vendors, service providers (other than AHPAC's independent auditors), prospective target businesses or other entities with which AHPAC does business execute agreements with it waiving any right, title, interest or claim of any kind in or to any funds held in the trust account for the benefit of public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against AHPAC's assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the funds held in the trust account, AHPAC's management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third party's engagement would be significantly more beneficial to it than any alternative.

        Examples of possible instances where AHPAC may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with AHPAC and will not seek recourse against the trust account for any reason. Upon redemption of public shares, if AHPAC is unable to complete the business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with the business combination, AHPAC will be required to provide for payment of claims of creditors that were not waived that may be brought against it within the ten years following redemption. Accordingly, the per-share redemption




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amount received by public shareholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors. The sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to AHPAC, or a prospective target business with which AHPAC has discussed entering into a merger agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the sponsor will not be responsible to the extent of any liability for such third party claims. AHPAC has not independently verified whether the sponsor has sufficient funds to satisfy its indemnity obligations and AHPAC has not asked the sponsor to reserve for such indemnification obligations.

AHPAC's directors may decide not to enforce the indemnification obligations of the sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to public shareholders.

        In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and the sponsor asserts that it is unable to satisfy his obligations or that he has no indemnification obligations related to a particular claim, AHPAC's independent directors would determine whether to take legal action against the sponsor to enforce its indemnification obligations. While AHPAC currently expects that its independent directors would take legal action on AHPAC's behalf against the sponsor to enforce its indemnification obligations to us, it is possible that AHPAC's independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If AHPAC's independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to public shareholders may be reduced below $10.00 per share.

If, before distributing the proceeds in the trust account to public shareholders, AHPAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against AHPAC that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of AHPAC's shareholders and the per-share amount that would otherwise be received by AHPAC's shareholders in connection with AHPAC's liquidation may be reduced.

        If, before distributing the proceeds in the trust account to public shareholders, AHPAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against AHPAC that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in AHPAC's bankruptcy estate and subject to the claims of third parties with priority over the claims of AHPAC's shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by AHPAC's shareholders in connection with AHPAC's liquidation may be reduced.

If AHPAC's due diligence investigation of Organogenesis was inadequate, then shareholders of AHPACORGO following the business combination could lose some or all of their investment.

        Even though AHPAC conducted a due diligence investigation of Organogenesis, AHPAC cannot be sure that this diligence uncovered all material issues that may be present inside Organogenesis or its




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diligence, or that factors outside of Organogenesis and its business and outside of its control will not later arise.

Following the consummation of the business combination, ORGO's only significant asset will be its ownership interest in Organogenesis and such ownership may not be sufficiently profitable or valuable to enable ORGO to pay any dividends on ORGO common stock or satisfy ORGO's other financial obligations.

        Following the consummation of the business combination, ORGO will have no direct operations and no significant assets other than its ownership interest in Organogenesis. The initial shareholders, the Organogenesis Stockholders that receive ORGO common stock in the business combination, and directors and officers of Organogenesis and its affiliates will become stockholders of ORGO at that time. ORGO will depend on Organogenesis for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company and to pay any dividends with respect to ORGO common stock. The financial condition and operating requirements of Organogenesis may limit ORGO's ability to obtain cash from Organogenesis. The earnings from, or other available assets of, Organogenesis may not be sufficient to pay dividends or make distributions or loans to enable ORGO to pay any dividends on the common stock or satisfy its other financial obligations.

        See the section titled "AHPAC's Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" beginning on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus for more information.

Following the closing of the Business Combination, we expect to be a "controlled company" within the meaning of Nasdaq rules and, as a result, qualify for exemptions from certain corporate governance requirements.

        We expect that Alan A. Ades, Albert Erani and Glenn H. Nussdorf, members of our board of directors, together with Dennis Erani, Starr Wisdom and certain of their respective affiliates, who we refer to collectively as the Controlling Entities, will control a majority of the voting power of AHPAC's outstanding common stock after completion of the business combination. Concurrently with the consummation of the business combination, such Controlling Entities will enter into a Controlling Stockholders Agreement providing for nomination rights of the Controlling Entities with respect to four directors of ORGO and qualifying ORGO as a "controlled company" under the Nasdaq listing rules, substantially in the form attached hereto asAnnex O. Under NASDAQ Global Market rules, a listed company of which more than 50.0% of the voting power for the election of directors is held by any person or group of persons acting together is a "controlled company" and may elect not to comply with certain NASDAQ Global Market corporate governance requirements, including the requirement (i) that a majority of the Board of Directors consist of independent directors, (ii) to have a governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities, (iii) to have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities, (iv) that the compensation committee consider certain independence factors when engaging legal counsel and other committee advisors and (v) for an annual performance evaluation of the governance and compensation committees. We plan to elect to be treated as a "controlled company" following the business combination. Accordingly, following the business combination, you may not have the same protections afforded to stockholders of companies that are subject to all of the NASDAQ Global Market corporate governance requirements.

We expect the Controlling Entities will control us, and their interests may conflict with yours in the future.

        Immediately following the business combination, the Controlling Entities will collectively beneficially own 74.1%approximately 74% of ORGO's common stock. As a result of this voting control, the Controlling




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Controlling Entities collectively will effectively be able to determine the outcome of all matters requiring stockholder approval, including, but not limited to, the election and removal of ORGO's directors (subject to any contractual designation rights), as well as other matters of corporate or management policy (such as potential mergers or acquisitions, payment of dividends, asset sales, and amendments to ORGO's certificate of incorporation and bylaws). This concentration of ownership may delay or deter possible changes in control and limit the liquidity of the trading market for ORGO's common stock, which may reduce the value of an investment in its common stock. This voting control could also deprive stockholders of an opportunity to receive a premium for their shares of common stock as part of a potential sale of ORGO. So long as the Controlling Entities and their affiliates continue to own a significant amount of ORGO's combined voting power, even if less than 50.0%, they may continue to be able to strongly influence or effectively control its decisions. The interests of the Controlling Entities and their affiliates may not coincide with the interests of other holders of ORGO common stock.

        In the ordinary course of their business activities, the Controlling Entities and their affiliates may engage in activities where their interests conflict with our interests or those of our other stockholders. In addition, the Controlling Entities may have an interest in pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to you.

The ORGO bylaws that will be effective following the completion of the merger designate the Court of Chancery of the State of Delaware, to the fullest extent permitted by law, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by ORGO stockholders, which could limit the ability of ORGO stockholders to obtain a favorable judicial forum for disputes with ORGO or with directors, officers or employees of ORGO and may discourage stockholders from bringing such claims.

        Under the ORGO bylaws that will be effective following the completion of the merger, unless ORGO consents in writing to the selection of an alternative forum, the sole and exclusive forum will be the Court of Chancery of the State of Delaware for:

•

any derivative action or proceeding brought on behalf of ORGO;



•

any action asserting a claim of breach of a fiduciary duty owed by, or any wrongdoing by, any director, officer or employee of ORGO to ORGO or ORGO's stockholders;



•

any action asserting a claim arising pursuant to any provision of the DGCL, the certificate of incorporation (including as it may be amended from time to time), or the bylaws;



•

any action to interpret, apply, enforce or determine the validity of the certificate of incorporation or the bylaws; or



•

any action asserting a claim governed by the internal affairs doctrine, in each case, except for, (1) any action as to which the Court of Chancery determines that there is an indispensable party not subject to the personal jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten (10) days following such determination) and (2) any action asserted under the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder, for which federal courts have exclusive jurisdiction.

        These provisions of the ORGO bylaws could limit the ability of ORGO stockholders to obtain a favorable judicial forum for certain disputes with ORGO or with its directors, officers or other employees, which may discourage such lawsuits against ORGO and its directors, officers and employees. Alternatively, if a court were to find these provisions of the ORGO bylaws inapplicable to, or unenforceable in respect of, one or more of the types of actions or proceedings listed above, ORGO may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition and results of operations.




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The sponsor and the PIPE Investors will beneficially own a significant equity interest in ORGO and may take actions that conflict with your interests.

        The interests of the sponsor and the PIPE Investors may not align with the interests of ORGO and its other shareholders. The sponsor and the PIPE Investors are each in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with ORGO. The sponsor and the PIPE Investors may also pursue acquisition opportunities that may be complementary to ORGO's business and, as a result, those acquisition opportunities may not be available to us. ORGO's proposed certificate of incorporation provides that the sponsor and the PIPE Investors may engage in competitive businesses and renounces any entitlement to certain corporate opportunities offered to the sponsor or the PIPE Investors or any of their managers, officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than ORGO and its subsidiaries) that are not expressly offered to them in their capacities as directors or officers of ORGO. The proposed certificate of incorporation also provides that the sponsor or the PIPE Investors or any of their respective managers, officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than ORGO and its subsidiaries), do not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as ORGO or any of its subsidiaries.

Subsequent to the completion of the business combination, ORGO may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on ORGO's financial condition, results of operations and ORGO's stock price, which could cause you to lose some or all of your investment.

        Although AHPAC has conducted due diligence on Organogenesis, ORGO cannot assure you that this diligence will surface all material issues that may be present in Organogenesis's business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Organogenesis' business and outside of ORGO and Organogenesis' control will not later arise. As a result of these factors, ORGO may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if AHPAC's due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with AHPAC's preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on ORGO's liquidity, the fact that ORGO charges of this nature could contribute to negative market perceptions about ORGO or its securities. Accordingly, any of AHPAC's shareholders who choose to remain stockholders of ORGO following the business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by AHPAC's officers or fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that this consent solicitation/joint proxy statement/prospectus relating to the business combination contained an actionable material misstatement or material omission.

AHPAC has no operating or financial history and AHPAC's results of operations may differ significantly from the unaudited pro forma financial data included in this consent solicitation/joint proxy statement/prospectus.

        AHPAC is a blank check company and AHPAC has no operating history and no revenues. This consent solicitation/joint proxy statement/prospectus includes unaudited pro forma condensed combined financial statements for AHPAC. The unaudited pro forma condensed combined statement of operations of AHPAC combines the historical audited results of operations of AHPAC for the year ended December 31, 2017, with the historical audited results of operations of Organogenesis for the year ended December 31, 2017, and gives pro forma effect to the business combination as if it had been consummated on January 1, 2017. The unaudited pro forma condensed combined statement of




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operations for the six months ended June 30, 2018 combines the unaudited historical consolidated




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statement of operations of Organogenesis for the six months ended June 30, 2018 with the unaudited historical condensed consolidated statement of operations of AHPAC for the six months ended June 30, 2018, giving effect to the business combination as if it had occurred as of the beginning of the earliest period presented. The unaudited pro forma condensed combined balance sheet of AHPAC combines the historical balance sheets of AHPAC as of June 30, 2018 and of Organogenesis as of June 30, 2018 and gives pro forma effect to the business combination as if it had been consummated on June 30, 2018.

        The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the business combination been consummated on the dates indicated above, or the future consolidated results of operations or financial position of AHPAC. Accordingly, AHPAC's business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document. For more information, please see the section entitled "Unaudited Pro Forma Condensed Combined Financial Information."

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of ORGO's income or other tax returns could adversely affect ORGO's financial condition and results of operations.

        ORGO will be subject to income taxes in the United States, and ORGO's domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. ORGO's future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

•

changes in the valuation of ORGO's deferred tax assets and liabilities;



•

expected timing and amount of the release of any tax valuation allowances;



•

tax effects of stock-based compensation;



•

costs related to intercompany restructurings;



•

changes in tax laws, regulations or interpretations thereof; and



•

lower than anticipated future earnings in jurisdictions where ORGO has lower statutory tax rates and higher than anticipated future earnings in jurisdictions where ORGO has higher statutory tax rates.

        In addition, ORGO may be subject to audits of ORGO's income, sales and other taxes by U.S. federal, state, local and non-U.S. taxing authorities. Outcomes from these audits could have an adverse effect on ORGO's financial condition and results of operations.

AHPAC may be a PFIC, which could result in adverse United States federal income tax consequences to U.S. investors.

        If AHPAC is a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder of AHPAC Class A ordinary shares or warrants, the U.S. holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Based on the composition of AHPAC's income and assets, AHPAC believes it was a PFIC for its taxable years ended December 31, 2016 and December 31, 2017 and that it will be treated as a PFlC for its current taxable year which will end as a result of the domestication. U.S. holders should consult their tax advisors regarding the possible application of the PFIC rules. For a more




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detailed explanation of the tax consequences of PFIC classification to U.S. holders, see "Material U.S. Federal Income Tax Considerations—U.S. Holders—Passive Foreign Investment Company Rules."

A market for ORGO's securities may not continue, which would adversely affect the liquidity and price of ORGO's securities.

        Following the business combination, the price of ORGO's securities may fluctuate significantly due to the market's reaction to the business combination and general market and economic conditions. An active trading market for ORGO's securities following the business combination may never develop or, if developed, it may not be sustained. In addition, the price of ORGO's securities after the business combination can vary due to general economic conditions and forecasts, ORGO's general business condition and the release of ORGO's financial reports. Additionally, if ORGO's securities are not listed on, or become delisted from, NASDAQ for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of ORGO's securities may be more limited than if ORGO was quoted




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or listed on NASDAQ or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

If the business combination's benefits do not meet the expectations of investors, shareholders or financial analysts, the market price of AHPAC'sORGO's securities may decline.

        If the benefits of the business combination do not meet the expectations of investors, shareholders or securities analysts, the market price of AHPAC's securities prior tofollowing the consummation of the business combination may decline. The market values of AHPAC's securities at the time of the business combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this consent solicitation/joint proxy statement/prospectus, or the date on which AHPAC's shareholders vote on the business combination.

        In addition, following the business combination, fluctuations in the price of AHPAC'sORGO's securities could contribute to the loss of all or part of your investment. Immediately prior to the business combination, there has not been a public market for Organogenesis' stock and trading in AHPAC Class A ordinary shares has not been active.suspended. Accordingly, the valuation ascribed to Organogenesis and AHPAC Class A ordinary shares in the business combination may not be indicative of the price that will prevail in the trading market following the business combination. If an active market for ORGO's securities develops and continues, the trading price of AHPAC'sORGO's securities following the business combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond its control. Any of the factors listed below could have a material adverse effect on your investment in AHPAC'sORGO's securities and AHPAC'sORGO's securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of AHPAC'sORGO's securities may not recover and may experience a further decline.

        Factors affecting the trading price of ORGO's securities following the business combination may include:

•

actual or anticipated fluctuations in ORGO's quarterly financial results or the quarterly financial results of companies perceived to be similar to us;



•

changes in the market's expectations about ORGO's operating results;



•

the public's reaction to ORGO's press releases, ORGO's other public announcements and ORGO's filings with the SEC;



•

speculation in the press or investment community;



•

success of competitors;






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the operating results failing to meet the expectation of securities analysts or investors in a particular period;



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changes in financial estimates and recommendations by securities analysts concerning ORGO or the market in general;



•

operating and stock price performance of other companies that investors deem comparable to ORGO;



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ORGO's ability to market new and enhanced products on a timely basis;



•

changes in laws and regulations affecting ORGO's business;



•

commencement of, or involvement in, litigation involving ORGO;



•

changes in ORGO's capital structure, such as future issuances of securities or the incurrence of additional debt;



•

the volume of ORGO common stock available for public sale;




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any major change in the ORGO Board or management;



•

sales of substantial amounts of ORGO common stock by ORGO's directors, officers or significant shareholders or the perception that such sales could occur;



•

general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism; and



•

other risk factors listed under "Risk Factors" starting on page [    ·    ].

        Broad market and industry factors may materially harm the market price of ORGO's securities irrespective of ORGO's operating performance. The stock market in general and NASDAQ have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of ORGO's securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to ORGO could depress ORGO's stock price regardless of ORGO's business, prospects, financial conditions or results of operations. A decline in the market price of ORGO's securities also could adversely affect ORGO's ability to issue additional securities and ORGO's ability to obtain additional financing in the future.

        In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert AHPAC'sORGO's management's attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.

ORGO's quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond ORGO's control, resulting in a decline in ORGO's stock price.

        ORGO's quarterly operating results may fluctuate significantly because of several factors, including:

•

labor availability and costs for hourly and management personnel;



•

profitability of ORGO's products, especially in new markets and due to seasonal fluctuations;



•

changes in interest or exchange rates;



•

impairment of long-lived assets;






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macroeconomic conditions, both nationally and locally;



•

negative publicity relating to our products;



•

changes in consumer preferences and competitive conditions; and



•

expansion to new markets.

If, following the business combination, securities or industry analysts do not publish or cease publishing research or reports about ORGO, its business, or its market, or if they change their recommendations regarding ORGO common stock adversely, then the price and trading volume of ORGO common stock could decline.

        The trading market for ORGO common stock will be influenced by the research and reports that industry or securities analysts may publish about us, ORGO's business, ORGO's market, or ORGO's competitors. Securities and industry analysts do not currently, and may never, publish research on AHPAC or ORGO. If no securities or industry analysts commence coverage of ORGO, ORGO's stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover ORGO change their recommendation regarding ORGO's stock adversely, or provide more favorable relative recommendations about ORGO's competitors, the price of ORGO common stock would likely




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decline. If any analyst who may cover AHPAC were to cease coverage of ORGO or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause ORGO's stock price or trading volume to decline.

ORGO may be unable to obtain additional financing to fund its operations or growth.

        ORGO may require additional financing to fund its operations or growth. The failure to secure additional financing could have a material adverse effect on the continued development or growth of ORGO. None of AHPAC's officers, directors or shareholders is required to provide any financing to us in connection with or after the business combination.

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect ORGO's business, investments and results of operations.

        ORGO will be subject to laws, regulations and rules enacted by national, regional and local governments and NASDAQ. In particular, ORGO will be required to comply with certain SEC, NASDAQ and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on ORGO's business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on ORGO's business and results of operations.

Registration of the ORGO Class A common stock underlying the public warrants may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

        AHPAC has not registered the ORGO common stock issuable upon exercise of the public warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, AHPAC has agreed, as soon as practicable, but in no event later than 15 business days after the consummation of the business combination, to use its best efforts to file a registration statement under the Securities Act covering such shares and maintain a current prospectus relating to the ORGO common stock issuable upon exercise of the public warrants, until the expiration of the public warrants in accordance with the provisions of the warrant agreement. AHPAC cannot assure you




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that it will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in such registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, ORGO will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption is available. Notwithstanding the above, if ORGO common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a "covered security" under Section 18(b)(1) of the Securities Act, we may, at ORGO's option, require holders of warrants who exercise their warrants to do so a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall




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not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the ORGO common stock included in the units. If and when the warrants become redeemable by us, ORGO may exercise its redemption right even If ORGO is unable to register or qualify the underlying ORGO common stock for sale under all applicable state securities laws.

ORGO may amend the terms of the ORGO warrants in a manner that may be adverse to holders with the approval by the holders of at least 65% of the then-outstanding warrants.

        ORGO warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and AHPAC. The warrant agreement provides that the terms of the ORGO warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then-outstanding public ORGO warrants to make any change that adversely affects the interests of the registered holders. Accordingly, ORGO may amend the terms of the warrants in a manner adverse to a holder if holders of at least 65% of the then-outstanding public warrants approve of such amendment. Although ORGO's ability to amend the terms of the warrants with the consent of at least 65% of the then-outstanding public ORGO warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the ORGO warrants, shorten the exercise period or decrease the number of shares of ORGO common stock purchasable upon exercise of an ORGO warrant.

ORGO may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

        ORGO will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of ORGO common stock equals or exceeds $24.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption provided that on the date we give notice of redemption. If and when the public warrants become redeemable, ORGO may exercise its redemption right even if it is unable to register or qualify the underlying




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securities for sale under all applicable state securities laws. Redemption of the outstanding public warrants could force you to (i) exercise your public warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your public warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants or the PIPE warrants will be redeemable by us so long as they are held by their initial purchasers, the PIPE Investors or their permitted transferees.

The exercise of outstanding warrants would increase the number of shares eligible for future resale in the public market and result in dilution to shareholders.

        AHPAC issued warrants to purchase 15,500,000 AHPAC Class A ordinary shares as part of the IPO and prior to the IPO and in connection with the exercise of the over-allotment option, ORGO will issue PIPE warrants to the PIPE Investors to purchase 2,050,000 shares of ORGO Class A common stock at $11.50 per share in the equity financing. The shares of ORGO common stock issued in the equity financing and additional shares of ORGO common stock issued upon exercise of ORGO's warrants will result in dilution to the then existing holders of shares of ORGO Class A common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of ORGO common stock.




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Because AHPAC is incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

        AHPAC is an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon AHPAC's directors or executive officers, or enforce judgments obtained in the United States courts against AHPAC's directors or officers.

        AHPAC corporate affairs are governed by AHPAC's amended and restated memorandum and articles of association, the Companies Law (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. AHPAC will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of AHPAC's directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of AHPAC's shareholders and the fiduciary responsibilities of AHPAC's directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

        AHPAC has been advised by AHPAC Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a




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foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

        ��      As a result of all of the above, publicAHPAC's shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

Provisions in ORGO's proposed charter may inhibit a takeover of ORGO, which could limit the price investors might be willing to pay in the future for ORGO common stock and could entrench management.

        ORGO's proposed certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make more difficult the removal of management and may discourage transactions




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that otherwise could involve payment of a premium over prevailing market prices for AHPAC's securities.

The JOBS Act permits "emerging growth companies" like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

        AHPAC qualifies as an "emerging growth company" as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, which we refer to as the "JOBS Act." As such, following the consummation of the business combination, ORGO will take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. As a result, ORGO's stockholders may not have access to certain information they deem important. ORGO will remain an emerging growth company until the earliest of (i) the last day of the fiscal year (a) following October 14, 2021, the fifth anniversary of the IPO, (b) in which ORGO has total annual gross revenue of at least $1.07 billion or (c) in which ORGO is deemed to be a large accelerated filer, which means the market value of ORGO common stock that are held by non-affiliates exceeds $700 million as of the last business day of ORGO's prior second fiscal quarter, and (ii) the date on which ORGO has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

        In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as ORGO is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. ORGO has elected




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not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of ORGO's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

        AHPAC cannot predict if investors will find ORGO common stock less attractive because ORGO will rely on these exemptions. If some investors find ORGO common stock less attractive as a result, there may be a less active trading market for ORGO common stock and ORGO's stock price may be more volatile.

Risks Related to the Redemption


You must tender your AHPAC Class A ordinary shares in order to validly seek redemption at the general meeting.

        In connection with tendering your shares for redemption, you must elect either to physically tender your ordinary share certificates to AHPAC's transfer agent in each case by two business days prior to the consummation of the business combination, or to deliver your ordinary shares to the transfer agent electronically using The Depository Trust Company's DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your ordinary shares. The requirement for physical or electronic delivery by the business day prior to the consummation of the business combination ensures that a redeeming holder's election to redeem is irrevocable once the business combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the business combination.

AHPAC does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of AHPAC's shareholders do not agree.

        AHPAC's amended and restated memorandum and articles of association does not provide a specified maximum redemption threshold, except that AHPAC will not redeem public shares in an amount that would cause AHPAC net tangible assets to be less than $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act). In addition AHPAC and the PIPE Investors have entered into the Subscription Agreement pursuant to which AHPAC will obtain the funds needed to consummate the business combination even if 100% of the public shareholders exercise their redemption rights. As a result, AHPAC may be able to complete the business combination even though a substantial portion of public shareholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to the sponsor, directors or officers or their affiliates. As of the date of this consent solicitation/proxy statement/prospectus, no agreements with respect to the private purchase of public shares by AHPAC or the persons described above have been entered into with any such investor or holder. AHPAC will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or other proposals (as described in this consent solicitation/proxy statement/prospectus) at the general meeting.




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If you or a "group" of shareholders of which you are a part are deemed to hold an aggregate of more than fifteen percent (15%) of the AHPAC Class A ordinary shares issued in the IPO, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the AHPAC Class A ordinary shares issued in the IPO.

        A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group's shares, in excess of 15% of the AHPAC Class A ordinary shares included in the units sold in the IPO. In order to determine whether a shareholder is acting in concert or as a group with another shareholder, AHPAC will require each public shareholder seeking to exercise redemption rights to certify to AHPAC whether such shareholder is acting in concert or as a group with any other shareholder. Such certifications, together with other public information relating to stock ownership available to AHPAC at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which AHPAC makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over AHPAC's ability to consummate the business combination and you could suffer a material loss on your investment in AHPAC if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if AHPAC consummates the business combination. As a result, you will continue to hold that number of shares aggregating to more than 15% of the shares sold in the IPO and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. AHPAC cannot assure you that the value of such excess shares will appreciate over time following the business combination or that the market price of AHPAC Class A ordinary shares will exceed the per-share redemption price. Notwithstanding the foregoing, shareholders may challenge AHPAC's determination as to whether a shareholder is acting in concert or as a group with another shareholder in a court of competent jurisdiction.

        However, AHPAC's shareholders' ability to vote all of their shares (including such excess shares) for or against the business combination is not restricted by this limitation on redemption.

There is no guarantee that a shareholder's decision whether to redeem its shares for a pro rata portion of the trust account will put the shareholder in a better future economic position.

        AHPAC can give no assurance as to the price at which a shareholder may be able to sell its public shares in the future following the completion of the business combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the business combination, may cause an increase in AHPAC share price, and may result in a lower value realized now than a shareholder of AHPAC might realize in the future had the shareholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this consent solicitation/proxy statement/prospectus. A shareholder should consult the shareholder's own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.




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Shareholders of AHPAC who wish to redeem their shares for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If shareholders fail to comply with the redemption requirements specified in this proxy statement/ prospectus, they will not be entitled to redeem their AHPAC Class A ordinary shares for a pro rata portion of the funds held in the trust account.

        Public shareholders who wish to redeem their shares for a pro rata portion of the trust account must, among other things (i) submit a request in writing and (ii) tender their certificates to AHPAC's transfer agent or deliver their shares to the transfer agent electronically through the DWAC system at least two business days prior to the general meeting. In order to obtain a physical stock certificate, a shareholder's broker and/or clearing broker, DTC and AHPAC's transfer agent will need to act to facilitate this request. It is AHPAC's understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because AHPAC does not have any control over this process or over the brokers, which AHPAC refers to as "DTC," it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

        Shareholders electing to redeem their shares will receive their pro rata portion of the trust account less franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the business combination. Please see the section entitled "Special Meeting of AHPAC Shareholders—Redemption Rights" for additional information on how to exercise your redemption rights.

If a shareholder fails to receive notice of AHPAC offer to redeem public shares in connection with the business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

        If, despite AHPAC compliance with the proxy rules, a shareholder fails to receive AHPAC proxy materials, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy materials that AHPAC is furnishing to holders of public shares in connection with the business combination describes the various procedures that must be complied with in order to validly redeem public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.




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EXTRAORDINARY GENERAL MEETING OF AHPAC SHAREHOLDERS


        This consent solicitation/joint proxy statement/prospectus is being provided to AHPAC's shareholders as part of a solicitation of proxies by the AHPAC Board for use at the general meeting of AHPAC's shareholders to be held on [    ·    ] 2018, and at any adjournment or postponement thereof. This consent solicitation/joint proxy statement/prospectus contains important information regarding the general meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

        This consent solicitation/joint proxy statement/prospectus is being first mailed on or about [    ·    ], 2018 to all shareholders of record of AHPAC as of [    ·    ], 2018, the record date for the general meeting. Shareholders of record who owned AHPAC ordinary shares at the close of business on the record date are entitled to receive notice of, attend and vote at the general meeting. On the record date, there were [    ·    ]5,812,500 ordinary shares outstanding.

Date, Time and Place of general meeting


        The general meeting will be held at [    ·    ] Eastern Time on [    ·    ], 2018 at the offices of Weil, Gotshal & Manges, 767 Fifth Avenue, New York NY 10153, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date


        As a shareholder of AHPAC, you have a right to vote on the matters presented at the general meeting, which are summarized above and fully set forth in this consent solicitation/joint proxy statement/prospectus. You will be entitled to vote or direct votes to be cast at the general meeting if you owned AHPAC ordinary shares at the close of business on [    ·    ], 2018, which is the record date for the general meeting. You are entitled to one vote for each AHPAC ordinary share that you owned as of the close of business on the record date. If your shares are held in "street name" or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were [    ·    ]5,812,500 AHPAC ordinary shares outstanding, of which [    ·    ]none are AHPAC Class A ordinary shares and [    ·    ]5,812,500 are AHPAC Class B ordinary shares held by the initial shareholders.

Proposals at the general meeting


        At the general meeting, AHPAC's shareholders will vote on the following proposals:

1.

Proposal No. 1—The Business Combination Proposal—To consider and vote upon a proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby, which we refer to as the "Business Combination Proposal";



2.

Proposal No. 2—The Domestication Proposal—To consider and vote upon a proposal to approve by special resolution, assuming the Business Combination Proposal is approved and adopted, the domestication, which we refer to as the "Domestication Proposal";

The Charter Proposals—To consider and vote upon eight separate proposals to approve by special resolution, assuming the Business Combination Proposal is approved and adopted, the following material differences between AHPAC's existing amended and restated memorandum and articles of association and the proposed certificate and the proposed bylaws of ORGO upon the domestication:

3.

Proposal No. 3—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize that directors may only be removed for cause;




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4.

Proposal No. 4—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize that only the Board, chairperson of the board of directors or chief executive offer may call a meeting of stockholders;



5.

Proposal No. 5—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize removal of the ability of stockholders to take action by written consent in lieu of a meeting;



6.

Proposal No. 6—To consider and vote upon an amendment to AHPAC's existing organizational documents to require the affirmative vote of holders of a majority of the voting power of ORGO's then issued and outstanding shares of stock entitled to amend the proposed certificate;



7.

Proposal No. 7—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation;



8.

Proposal No. 8—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize ORGO to permit the ORGO Sponsors to engage in competitive businesses and renounce certain corporate opportunities offered to the ORGO Sponsors or any of their managers, officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than ORGO and its subsidiaries) that are not expressly offered to them in their capacities as directors or officers of ORGO;



9.

Proposal No. 9—To consider and vote upon an amendment to AHPAC's existing organizational documents to approve the authorized number of shares of ORGO common stock contained in the proposed certificate; and



10.

Proposal No. 10—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize other changes to the organizational documents resulting from the domestication and business combination, including changing the post-business combination corporate name from "Avista Healthcare Public Acquisition Corp." to "Organogenesis Holdings Inc." and removing certain provisions relating to our status as a blank-check company that will no longer apply upon consummation of the business combination;

We refer to Proposals No. 3-10 collectively as the "Charter Proposals";

11.

Proposal No. 11—The Cayman Charter Amendment Proposal—To consider and vote upon amendments to AHPAC's existing organizational documents to eliminate the limited period of time that AHPAC had to consummate the business combination, to eliminate any requirement to take certain actions as a result of the failure to complete a business combination in such limited period of time, and to ratify the actions of AHPAC and its directors in connection therewith;



12.

Proposal No. 12—The Director Election Proposal—To consider and vote upon a proposal to elect eight directors to serve on the ORGO Board until the 2019 annual meeting of shareholders, or until their respective successors are duly elected and qualified, which we refer to as the "Director Election Proposal";



12.13.

Proposal No. 12—13—The Management Incentive Plan Proposal—To consider and vote on a proposal to approve and adopt, assuming the Charter Proposals, the Domestication Proposal and the Business Combination Proposal are all approved and adopted, 2018 Equity Incentive Plan and the material terms thereunder, which we refer to as the "Management Incentive Plan Proposal". A copy of the 2018 Equity Incentive Plan is attached to the accompanying consent solicitation/joint proxy statement/prospectus as Annex J;






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13.

Proposal No. 13—14—The NASDAQ Proposal—To consider and vote upon a proposal to approve, assuming the Charter Proposals, the Domestication Proposal, the Management Incentive Plan Proposal and the Business Combination Proposal are all approved and adopted, for purposes of complying with applicable provisions of NASDAQ Listing Rule 5635, the issuance of more than 20% of AHPAC's issued and outstanding ordinary shares (or issued and outstanding common stock following the domestication) to the Organogenesis Stockholders in connection




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with the business combination and to participants in the equity financing and the exchange and the related change of control, which we refer to as the "NASDAQ Proposal"; and





14.

Proposal No. 14—15—Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals to be submitted for shareholder approval at the general meeting, which we refer to as the "Adjournment Proposal."


THE AHPAC BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH OF THESE PROPOSALS.


Vote of AHPAC's Sponsor, Directors and Officers


        In connection with the IPO, the initial shareholders agreed to vote their founder shares and any public shares purchased during or after the IPO in favor of the business combination. Currently, the initial shareholders own approximately 15.8%100% of AHPAC's issued and outstanding ordinary shares, including all of the outstanding founder shares. These agreements apply to the initial shareholders, including the sponsor, as it relates to the outstanding founder shares and the requirement to vote all of the outstanding founder shares in favor of the Business Combination Proposal and for all other proposals presented to AHPAC's shareholders in this consent solicitation/joint proxy statement/prospectus.

        The initial shareholders, other current directors and officers have waived any redemption rights, including with respect to AHPAC Class A ordinary shares purchased in the IPO or in the aftermarket, in connection with business combination. The outstanding founder shares held by the initial shareholders have no redemption rights upon AHPAC's liquidation and will be worthless if no business combination is effected by us by October 14, 2018 or any extension date. However, the initial shareholders are entitled to redemption rights upon AHPAC's liquidation with respect to any public shares they may own.

Quorum and Required Vote for Proposals for the General Meeting


        The approval of each of the Domestication Proposal and the Charter Proposals requires the affirmative vote of the holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. Accordingly, if an AHPAC shareholder fails to vote by proxy or to vote in person at the general meeting, their shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Domestication Proposal or any of the Charter Proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established andbut will have no effect on the same effect as a vote "AGAINST"with respect to the Domestication Proposal and the Charter Proposals.

        The approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. Accordingly, if an AHPAC shareholder fails to vote by proxy or to vote in person at the general meeting, their shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Business Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established andbut will have no effect on the same effect as a vote "AGAINST"with respect to the Business Combination Proposal. The initial shareholders have agreed to vote their founder shares and any public shares they may hold in favor of the business combination. Currently, the initial shareholders own approximately 15.8%




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100% of AHPAC's issued and outstanding ordinary shares, including all of the outstanding founder shares.




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        The approval of each of the Director Election Proposal, the Management Incentive Plan Proposal, the NASDAQ Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. Accordingly, if an AHPAC shareholder fails to vote by proxy or to vote in person at the general meeting, their shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the NASDAQ Proposal, the Director Election Proposal or the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the vote with respect to the NASDAQ Proposal, the Director Election Proposal, the Management Incentive Plan Proposal and the Adjournment Proposal. The approval of the Cayman Charter Amendment Proposal requires the affirmative vote of holders of one hundred percent (100%) of the ordinary shares entitled to vote thereon at the general meeting vote. Failure to vote by proxy or in person at the general meeting and abstentions will have the same effect as a vote "AGAINST" the NASDAQ Proposal, the Director Election Proposal and the Adjournment Proposal.AGAINST" this proposal.

        The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Management Incentive Plan Proposal and the Charter Proposals are approved at the general meeting. Each of the Business Combination Proposal, the Domestication Proposal, the NASDAQ proposal and the Charter Proposals are cross-conditioned on the approval of each other. Each other proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Management Incentive Plan Proposal and the Charter Proposals, other than the Adjournment Proposal, and the Cayman Charter Amendment Proposal, which isare not conditioned on the approval of any other proposal set forth in this consent solicitation/joint proxy statement/prospectus.It is important for you to note that in the event that the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Management Incentive Plan Proposal or the Charter Proposals do not receive the requisite vote for approval, we will not consummate the business combination. If AHPAC does not consummate the business combination and fails to complete an initial business combination by October 14, 2018 or any extension date, AHPAC will be required to dissolve and liquidate the trust account by returning the then remaining funds in such account to public shareholders.

Recommendation to AHPAC's Shareholders


        The AHPAC Board believes that each of the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Charter Proposals, the Cayman Charter Amendment Proposal, the Director Election Proposal, the Management Incentive Plan Proposal and the Adjournment Proposal to be presented at the general meeting is in the best interests of AHPAC and AHPAC's shareholders and unanimously recommends that its shareholders vote "FOR" each of the proposals.

        When you consider the recommendation of the AHPAC Board in favor of approval of the Business Combination Proposal, you should keep in mind that the sponsor and certain members of the AHPAC Board and officers have interests in the business combination that are different from or in addition to (or which may conflict with) your interests as a shareholder. Shareholders should take these interests into account in deciding whether to approve the proposals presented at the general meeting, including the Business Combination Proposal. These interests include, among other things:

•

the fact that the initial shareholders have agreed not to redeem any of the outstanding founder shares in connection with a shareholder vote to approve a proposed initial business combination;



•

the fact that AHPAC issued to the sponsor on August 11, 2017, as amended and restated on May 3, 2018, an unsecured promissory note pursuant to which AHPAC is permitted to borrow up to $600,000 in aggregate principal amount;




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•

the fact that the sponsor paid an aggregate of $25,000 for the outstanding founder shares for approximately $0.003 per share which, if valued based on the closing price of $[    ·    ] per share on the NASDAQ Capital Market on [    ·    ], 2018 would be valued at approximately $[    ·    ] (after giving effect to the conversion) but will expire worthless if AHPAC fails to complete a business combination by October 14, 2018 or any extension date;;






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•

the fact that the initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if AHPAC fails to complete an initial business combination by October 14, 2018 or any extension date;shares;



•

the fact that the initial shareholders paid an aggregate of $8,200,000 for their 16,400,000 private placement warrants, which, if valued based on the closing price of $[    ·    ] per warrant on the NASDAQ Capital Market on [    ·    ], 2018 would be valued at approximately $[    ·    ] but willmay expire worthless if AHPAC fails to complete a business combination by October 14, 2018 or any extension date;combination;



•

the fact that if AHPAC consummates a business combination, any amounts outstanding under any loan made by the sponsor to AHPAC will be repayable in cash or at the option of the sponsor, an aggregate amount up to $1,500,000 may be converted into warrants with identical terms as the private placement warrants, at the price of $0.50 per warrant, and if AHPAC fails to complete a business combination there may be insufficient assets outside the trust account to satisfy such loans;



•

the fact that if AHPAC consummates the transactions contemplated by the merger agreement, the Class B Holders will surrender to AHPAC an aggregate 4,421,507 AHPAC Class B ordinary shares and 16,400,000 private placement warrants;



•

if the trust account is liquidated in the event AHPAC is unable to complete an initial business combination within the required time period, the sponsor has agreed to indemnify AHPAC to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act;



•

the anticipated election of Mr. Joshua Tamaroff as a director of ORGO;



•

the continued indemnification of AHPAC's existing directors and officers and the continuation of AHPAC's directors' and officers' liability insurance after the business combination;



•

the fact that the sponsor, officers and directors maywere not permitted to participate in the formation of, or become a director or officer of, any other blank check company until AHPAC (i) hashad entered into a definitive agreement regarding an initial business combination or (ii) failsfailed to complete an initial business combination by October 14, 2018 or any extension date;2018; and



•

the fact that the sponsor, officers and directors will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by October 14, 2018 or any extension date.consummated.

Broker Non-Votes


        In general, if your shares are held in "street" name and you do not instruct your broker, bank or other nominee on a timely basis on how to vote your shares, your broker, bank or other nominee, in its sole discretion, may either leave your shares unvoted or vote your shares on routine matters, but not on any non-routine matters.None of the proposals at the general meeting are routine matters. As such, without your voting instructions, your brokerage firm cannot vote your shares on any proposal to be voted on at the general meeting.




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Voting Your Shares—Shareholders of Record


        If you are an AHPAC shareholder of record, you may vote by mail or in person at the general meeting. Each AHPAC ordinary share that you own in your name entitles you to one vote on each of the proposals for the general meeting. Your one or more proxy cards show the number of AHPAC ordinary shares that you own.

        Voting by Mail.    You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the




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proxy card to vote your shares at the general meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the general meeting so that your shares will be voted if you are unable to attend the general meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in "street name" through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the general meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your ordinary shares will be voted as recommended by the AHPAC Board. The AHPAC Board recommends voting"FOR" the Domestication Proposal,"FOR" the Business Combination Proposal,"FOR" the NASDAQ Proposal,"FOR" the Charter Proposals,"FOR" the Cayman Charter Amendment Proposal,"FOR" the Director Election Proposal,"FOR" the Management Incentive Plan Proposal, and"FOR" the Adjournment Proposal. Votes submitted by mail must be received by 5:00 p.m. Eastern Time on [    ·    ], 2018.

        Voting in Person at the Meeting.    If you attend the general meeting and plan to vote in person, we will provide you with a ballot at the general meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the general meeting. If you hold your shares in "street name," which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the general meeting and vote in person, you will need to bring to the general meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. That is the only way we can be sure that the broker, bank or nominee has not already voted your ordinary shares.

Voting Your Shares—Beneficial Owners


        If your shares are held in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in "street name" and this consent solicitation/joint proxy statement/prospectus is being sent to you by that broker, bank or other nominee. The broker, bank or other nominee holding your account is considered to be the shareholder of record for purposes of voting at the general meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the instructions that the broker, bank or other nominee provides you along with this consent solicitation/joint proxy statement/prospectus. As a beneficial owner, if you wish to vote at the general meeting, you will need to bring to the general meeting a legal proxy from your broker, bank or other nominee authorizing you to vote those shares. Please see "Attending the general meeting" below for more details.

Attending the general meeting


        Only AHPAC's shareholders on the record date or their legal proxy holders may attend the general meeting. To be admitted to the general meeting, you will need a form of photo identification




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and valid proof of ownership of ordinary shares or a valid legal proxy. If you have a legal proxy from a shareholder of record, you must bring a form of photo identification and the legal proxy to the general meeting. If you have a legal proxy from a "street name" shareholder, you must bring a form of photo identification, a legal proxy from the record holder (that is, the bank, broker or other holder of record) to the "street name" shareholder that is assignable, and the legal proxy from the "street name" shareholder to you. Shareholders may appoint only one proxy holder to attend on their behalf.




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Revoking Your Proxy


        If you give a proxy, you may revoke it at any time before the general meeting or at the general meeting by doing any one of the following:

•

you may send another proxy card with a later date;



•

you may notify AHPAC's Secretary in writing to Benjamin Silbert at silbert@avistacap.com, before the general meeting that you have revoked your proxy; or



•

you may attend the general meeting, revoke your proxy, and vote in person, as indicated above.

No Additional Matters


        The general meeting has been called only to consider the approval of the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Charter Proposals, the Cayman Charter Amendment Proposal, the Director Election Proposal, the Management Incentive Plan Proposal and the Adjournment Proposal. Other than procedural matters incident to the conduct of the general meeting, no other matters may be considered at the general meeting if they are not included in this consent solicitation/joint proxy statement/prospectus, which serves as the notice of the general meeting.

Who Can Answer Your Questions About Voting


        If you have any questions about how to vote or direct a vote in respect of your AHPAC ordinary shares, you may call MacKenzie Partners, AHPAC's proxy solicitor, at 1-800-322-2885 (toll free), or 1-212-929-5500 (call collect).

Redemption Rights


        Pursuant to AHPAC's existing amended and restated memorandum and articles of association, a holder of AHPAC's public shares may request that AHPAC redeem all or a portion of such shareholder's public shares (which will become shares of ORGO common stock in the domestication) for cash if the business combination is consummated. ForAs of the purposesdate of Article 49.3this joint proxy statement/prospectus, all of AHPAC's amended and restated memorandum and articles of association and the Cayman Islands Companies Law (2018 Revision), the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in this consent solicitation/proxy statement/prospectus shall be interpreted accordingly. If a public shareholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, AHPAC will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of the business combination, including interest, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of [    ·    ], 2018, this would have amounted to approximately $[    ·    ] per public share.

        In order to exercise your redemption rights, you must:

•

if you hold public units, separate the underlying public shares and public warrants;



•

check the box on the enclosed proxy card to elect redemption;




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•

check the box on the enclosed proxy card marked "Shareholder Certification" if you are not acting in concert or as a "group" (as defined in Section 13d-3 of the Exchange Act) with any other shareholder with respect to ordinary shares and



•

prior to 5:00 p.m. Eastern Time on [    ·    ], 2018 (two business days before the general meeting), tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to the transfer agent, at the following address:

Continental Stock Transfer & Trust Company
1 State Street- 30th Floor
New York, NY 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com

and

•

deliver your public shares either physically or electronically through DTC's DWAC system to the transfer agent at least two business days before the general meeting. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is AHPAC's understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, AHPAC does not have any control over this process and it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not bebeen redeemed.

        Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name" are required to either tender their certificates to the transfer agent prior to the date set forth in these proxy materials, or up to two business days prior to the vote on the proposal to approve the business combination at the general meeting, or to deliver their shares to the transfer agent electronically using DTC's DWAC system, at such shareholder's option.The requirement for physical or electronic delivery prior to the general meeting ensures that a redeeming shareholder's election to redeem is irrevocable once the business combination is approved.

        Holders of outstanding public units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.

        If you hold public units registered in your own name, you must deliver the certificate for such public units to the transfer agent, with written instructions to separate such public units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the public units.

        If a broker, dealer, commercial bank, trust company or other nominee holds your public units, you must instruct such nominee to separate your public units. Your nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of public units to be split and the nominee holding such public units. Your nominee must also initiate electronically, using DTC's DWAC system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the public units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.




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        Each redemption of AHPAC Class A ordinary shares by public shareholders will reduce the amount in the trust account, which held marketable securities with a fair value of approximately $[    ·    ] as of [    ·    ], 2018. Holders of public warrants do not have redemption rights in connection with the business combination.

        Prior to exercising redemption rights, shareholders should verify the market price of AHPAC Class A ordinary shares as they may receive higher proceeds from the sale of their AHPAC Class A ordinary shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. AHPAC cannot assure you that you will be able to sell your AHPAC Class A ordinary shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in AHPAC Class A ordinary shares when you wish to sell your shares.

If you exercise your redemption rights, the AHPAC Class A ordinary shares will cease to be outstanding immediately prior to the business combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the trust account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of AHPAC, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

        If the business combination is not approved and AHPAC does not consummate an initial business combination by October 14, 2018 or any extension date, AHPAC will be required to dissolve and liquidate the trust account by returning the then remaining funds in such account to the public shareholders and AHPAC's warrants will expire worthless.

Appraisal Rights


        Appraisal rights are not available to holders of publicAHPAC ordinary shares in connection with the business combination.

Proxy Solicitation Costs


        AHPAC is soliciting proxies on behalf of the AHPAC Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. AHPAC has engaged MacKenzie Partners to assist in the solicitation of proxies for the general meeting. AHPAC and its directors, officers and employees may also solicit proxies in person. AHPAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

        AHPAC will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. AHPAC will pay MacKenzie Partners a fee of $[    ·    ],$15,000, plus disbursements, reimburse MacKenzie Partners for its reasonable out-of-pocket expenses and indemnify MacKenzie Partners and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as AHPAC proxy solicitor. We will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding the proxy materials to AHPAC's shareholders. Directors, officers and employees of AHPAC who solicit proxies will not be paid any additional compensation for soliciting proxies.




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THE BUSINESS COMBINATION


General


        On August 17, 2018, AHPAC and Merger Sub entered into the Merger Agreement with Organogenesis, pursuant to which, among other things and subject to the terms and conditions contained in the Merger Agreement, (i) AHPAC will transfer by way of continuation out of the Cayman Islands into the State of Delaware or domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended and the Cayman Islands Companies Law (2018 Revision); (ii) Merger Sub will merge with and into Organogenesis, the separate corporate existence of Merger Sub will cease and Organogenesis will be the surviving corporation and a direct wholly-owned subsidiary of AHPAC.For more information about the transactions contemplated in the Merger Agreement, please see the section entitled "The Merger Agreement and Related Agreements." A copy of the Merger Agreement, including each amendment thereto through the date hereof is attached to this consent solicitation/joint proxy statement/prospectus as Annex A.

Structure of the Business Combination


        In connection with the closing of the business combination contemplated by the Merger Agreement, the parties will undertake the following transactions:

•

The Class B Holders will surrender 16,400,000 private placement warrants and 4,421,507 founder shares.



•

AHPAC will take the actions necessary to become a Delaware corporation.



•

AHPAC will consummate the equity financing.



•

ORGO and Organogenesis will cause the repayment and satisfaction in full of all outstanding obligations of Organogenesis (and any guarantors) under the Insider Loans as set forth in the Exchange Agreement.



•

ORGO will deposit (or cause to be deposited) with Organogenesis's exchange agent the number of shares of ORGO Class A common stock payable to the Organogenesis Stockholders (the "Merger Consideration").



•

The certificate of merger with respect to the merger will be prepared and executed in accordance with the relevant provisions of the DGCL and filed with the Secretary of State of the State of Delaware.



•

ORGO will make any payments required to be made by AHPAC in connection with giving effect to redemptions of public shares.

        As a result of the foregoing transactions, at the consummation of the business combination, AHPAC (which will then be known as ORGO) will own 100% of Organogenesis.

Consideration to Organogenesis Stockholders in the Business Combination

Holders of Organogenesis common stock

        Subject to the terms and conditions of the Merger Agreement, each share of Organogenesis common stock will be converted, into the right to receive a number of validly issued, fully paid in and nonassessable shares of AHPAC Common Stock equal to the Exchange Ratio.exchange ratio.

Holders of Organogenesis Warrants

        Subject to the terms and conditions of the Merger Agreement, each warrant to purchase one share of Organogenesis common stock (other than Organogenesis warrants that expire or are deemed




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automatically net exercised immediately prior to the effective time according to their terms as of the date of the Merger Agreement as a result of the transactions contemplated by the Merger Agreement)




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will be converted into a new warrant for shares of ORGO Class A common stock ("replacement warrant"). Each replacement warrant shall have, and be subject to, substantially the same terms and conditions set forth in the Organogenesis warrants, except that: (i) the number of shares of ORGO Class A common stock which can be purchased with each replacement warrant shall equal a number of shares equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Organogenesis common stock (on an as-converted to Organogenesis common stock basis) that the Organogenesis warrant entitled the holder thereof to acquire immediately prior to the effective time,multiplied by (B) the exchange ratio; and (ii) the exercise price for each replacement warrant shall be equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Organogenesis warrant (in U.S. Dollars),divided by (B) the exchange ratio.

Holders of Organogenesis Options

        Subject to the terms and conditions of the Merger Agreement, each outstanding Organogenesis option (whether vested or unvested) shall be assumed by ORGO and automatically converted into an option to purchase shares of ORGO Class A Common Stock (each, an "assumed option"). Each assumed option will be subject to the terms and conditions set forth in Organogenesis's 2003 Stock Incentive Plan and the applicable award agreement. Each assumed option shall: (i) have the right to acquire a number of shares of ORGO Class A common stock equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Organogenesis common stock the Organogenesis option entitled the holder thereof to acquire immediately prior to the effective time, multiplied by (B) the exchange ratio; (ii) have an exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Organogenesis option (in U.S. Dollars), divided by (B) the exchange ratio; (iii) be subject to the same vesting schedule as the applicable Organogenesis option; and (iv) be administered by the ORGO Board or a committee thereof.

Subscription Agreement

        Concurrently with the signing of the Merger Agreement, AHPAC entered into the subscription agreement with the PIPE Investors for the purchase and sale of 9,022,741 shares of ORGO Class A common stock and 4,100,000 PIPE warrants for an aggregate purchase price of $46 million (the "equity financing"). The PIPE Investors also purchased, concurrently with the execution and delivery of the Merger Agreement, 3,221,050 shares of Organogenesis common stock for an aggregate purchase price of $46 million (such subscription, collectively with the equity financing, the "private investment"). The purpose of the private investment is to fund the business combination and related transactions and for general corporate purposes. Due to the equity financing, AHPAC believes there will be sufficient funds available to complete the Organogenesis Transaction, if all other conditions are satisfied.

Conditions to Closing of the Business Combination

Conditions to Each Party's Obligations

        The respective obligations of each of the parties to the Merger Agreement to effect the transactions contemplated by the Merger Agreement are subject to the satisfaction, or written waiver by both AHPAC and Organogenesis, of each of the following conditions:

•

The affirmative vote (in person or by proxy) of the holders of a majority or at least a two-thirds majority (as applicable) of the issued and outstanding ordinary shares entitled to vote thereon, in favor of (A) the adoption and approval of the Merger Agreement and the transactions contemplated thereby (including the merger), (B) the issuance of shares of AHPAC Common Stock in connection with the merger, (C) the change of the name of AHPAC to "Organogenesis




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Holdings Inc.", (D) an increase in the number of authorized shares of AHPAC Common Stock, (E) amendments to the existing organizational documents to be effective from and after the




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Closing as set forth in the Form of AHPAC Certificate of Incorporation upon Domestication attached the Merger Agreement as Exhibit E and Form of AHPAC Bylaws attached to the Merger Agreement as Exhibit F, (F) the adoption and approval of a new equity incentive plan in a form and substance reasonably acceptable to AHPAC and the Organogenesis (the "Incentive Plan"), and which Incentive Plan will provide for awards for a number of shares of AHPAC Common Stock equal to ten percent (10%) of the aggregate number of shares of AHPAC Common Stock issued and outstanding immediately after the Closing (giving effect to the Parent Shareholder Redemptions), and for purposes of clarification, such ten percent (10%) share reserve shall not include the number of shares of AHPAC Common Stock that are subject to the Assumed Options (as defined in the Merger Agreement), (G) the election of the members of the board of directors of Parent in accordance withSection 6.1(g) thereof, and (H) such other matters as mutually agreed upon between Organogenesis and AHPAC, at an extraordinary general meeting of holders of Parent Common Shares to be called and held for such purpose (the matters set forth in clauses (A) through (H) being referred to herein as the "AHPAC Shareholder Matters");

•

The written consent of OrganogenesisOrganogenesis' stockholders in accordance with Section 228have approved the adoption of the DGCL shall have been obtained;merger agreement;



•

AHPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act);



•

The applicable waiting period under the HSR Act shall have expired or been terminated or such approval shall have otherwise been obtained;



•

The Registration Statement shall have been declared effective by the SEC, and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC;



•

The shares of ORGO Class A common stock to be issued in connection with the merger shall be approved for listing on the Nasdaq;



•

All necessary permits and authorizations under state securities or "blue sky" laws, the Securities Act and the Exchange Act relating to the issuance and trading of shares of AHPAC Common Stock to be issued in the domestication and the merger shall have been obtained and shall be in effect; and



•

The equity financing shall have been consummated.

Conditions to AHPAC's Obligations

        The obligations of AHPAC and Merger Sub to effect the transactions contemplated by the Merger Agreement are subject to the satisfaction of certain conditions (any or all of which may be waived in writing in whole or in part exclusively by AHPAC), including, among others, (i) Organogenesis must have performed and complied in all material respects with all obligations required to be performed or complied with by Organogenesis under the Merger Agreement at or prior to the Closing Date, (ii) Organogenesis shall have delivered the Company Support Agreement, (iii) the Debt Consents shall remain in full force and effect and (iv) the Exchange Agreement shall have been consummated.

Conditions to Organogenesis's Obligations

        The obligations of Organogenesis to effect the transactions contemplated by the Merger Agreement are subject to the satisfaction at or prior to the Closing Date of certain conditions (any or




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all of which may be waived in writing in whole or in part exclusively by Organogenesis), including, among others, (i) AHPAC and Merger Sub must have performed and complied in all material respects with all obligations required to be performed or complied with under the Merger Agreement at or




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prior to the Closing Date, (ii) there shall have been no material adverse effect on Parent and (iii) Parent shall have delivered the Parent Support Agreement.

Related Agreements

        For a discussion regarding certain additional agreements to be entered into in connection with the Merger Agreement, please see the section titled "The Merger Agreement—Related Agreements" beginning on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus.

Background of the business combination


        AHPAC is a blank check company incorporated in the Cayman Islands on December 4, 2015 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses with the intention of focusing its search for a target business in the healthcare industry. The business combination was the result of a thorough search for a potential transaction utilizing the investing and operating experience of AHPAC's management team and board of directors. The terms of the business combination were the result of extensive negotiations between AHPAC's directors, AHPAC's management team, representatives of the sponsor, representatives of the PIPE Investors, management of Organogenesis, representatives of Organogenesis, and representatives of Credit Suisse Securities (USA) LLC, financial advisor to AHPAC ("Credit Suisse"), Weil, Gotshal & Manges LLP, legal counsel to AHPAC ("Weil") and Foley Hoag LLP, legal counsel to Organogenesis ("Foley"). The following is a brief description of the background of these negotiations, the business combination and related transactions.

        On October 14, 2016, AHPAC consummated its IPO of 30,000,000 units at a price of $10.00 per unit generating gross proceeds of $300,000,000 before underwriting discounts and expenses. Each unit ("unit") consists of one Class A ordinary share, par value $0.0001 per share, and one warrant to purchase one-half of one Class A ordinary share, where two warrants may be exercised for one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment (each, a "public warrant"). Simultaneously with the closing of its IPO, AHPAC completed the private sale of an aggregate of 16,000,000 private placement warrants, at a purchase price of $0.50 per private placement warrant, to our sponsor and our independent directors (collectively, the "initial shareholders"), generating gross proceeds to AHPAC of $8,000,000.

        On November 28, 2016, AHPAC completed the sale of an additional 1,000,000 units to the underwriters of the IPO at the public offering price of $10.00 per unit pursuant to the partial exercise of the over-allotment option granted to the underwriters in connection with AHPAC's IPO (the "Over-allotment Option"). On November 28, 2016, AHPAC sold an additional 400,000 private placement warrants for an aggregate purchase price of $200,000 in connection with the exercise of the Over-allotment Option. Following the partial exercise of the Over-allotment Option, 875,000 founder shares were forfeited in order to maintain the ownership of the initial shareholders at 20% of the issued and outstanding ordinary shares. On November 28, 2016, the sponsor sold 161,180 founder shares and 350,114 private placement warrants to one of AHPAC's independent directors at their original purchase price.

        AHPAC received gross proceeds from the IPO, including the partial exercise of the Over-allotment Option, and the sale of the private placement warrants of $310,000,000 and $8,200,000, respectively, for an aggregate of $318,200,000. Of such amount, $310,000,000 was deposited into the trust account by the trustee. The remaining $8,200,000 was held outside of the trust account, of which $6,200,000 was used to pay underwriting discounts, with the balance used to repay a note to the sponsor and to pay accrued




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offering and formation costs, and the remainder was reserved for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. At June 30, 2018, funds held in the trust account consisted solely of cash.




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        Prior to the consummation of the IPO on October 14, 2016, neither AHPAC, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction between AHPAC and Organogenesis.

        After the IPO, AHPAC commenced an active search for prospective businesses and assets to acquire. Representatives of AHPAC contacted and were contacted by a number of individuals and entities with respect to acquisition opportunities.

        During that period, AHPAC's management and the sponsor:

•

considered or conducted an analysis of over 30 potential acquisition targets;



•

ultimately engaged in discussions or additional due diligence with seventeen target businesses or their representatives, entering into non-disclosure agreements with thirteen of those seventeen potential acquisition targets; and



•

actively negotiated definitive documentation in respect of a business combination with three parties, including Envigo and Organogenesis.Organogenesis and a third party engaged in the biotechnology industry which we refer to as "Party A". Discussions with Party A were suspended in June 2018 when it was determined that a transaction with Party A could not be consummated on a timely basis.

        On April 19, 2017, Credit Suisse and AHPAC discussed Organogenesis as a potential business combination opportunity for AHPAC. Credit Suisse prepared a summary of publicly-available information on Organogenesis and shared this with AHPAC. A representative of Credit Suisse subsequently reached out to Organogenesis management to discuss AHPAC as a potential partner in a business combination.

        On July 10, 2017, a representative of Credit Suisse called a representative of the sponsor to provide an update on Organogenesis and discuss a potential in-person meeting at Organogenesis' headquarters in Canton, MA. AHPAC expressed interest in a meeting, and Credit Suisse facilitated the negotiation of a Non-Disclosure Agreement between Organogenesis and AHPAC. On July 17, 2017, Organogenesis and AHPAC entered into a Non-Disclosure Agreement.

        On July 24, 2017, representatives of AHPAC (including Thompson Dean, the executive chairman of AHPAC, Robert Girardi and Joshua Tamaroff, representatives of the sponsor) met with representatives of Credit Suisse at AHPAC's offices to discuss a potential transaction with Organogenesis, based on the information provided to date. On July 28, 2017, AHPAC received preliminary financial information on Organogenesis.

        On August 21, 2017, AHPAC, Merger Sub, Avista Healthcare NewCo LLC, a Delaware limited liability company and wholly owned subsidiary of AHPAC, Envigo, and Jermyn Street Associates, LLC, entered into the Transaction Agreement. On February 14, 2018, each of the parties determined that the terms of the proposed transaction were no longer consistent with the parties' respective objectives, and they agreed to terminate the proposed transaction. On February 14, 2018, AHPAC and Envigo entered into a Mutual Termination Agreement and theAgreement. The Transaction Agreement was terminated effective as of February 14, 2018.

        After termination of the Envigo transaction, AHPAC and Credit Suisse discussed alternative transaction targets, and AHPAC indicated a continued interest in Organogenesis. Credit Suisse re-initiated contact with Organogenesis on behalf of AHPAC, and on March 5, 2018, representatives of Credit Suisse, Tim Cunningham, Chief Financial Officer of Organogenesis and Mr. Dean held a call to discuss a possible business combination between Organogenesis and AHPAC.

        On April 20, 2018, Credit Suisse delivered additional financial information on Organogenesis to AHPAC for its consideration. On April 23, 2018, AHPAC sent Organogenesis a list of initial




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commercial diligence questions and discussion topics in advance of an in-person meeting scheduled by Credit Suisse at AHPAC's request. On April 25, 2018, representatives of AHPAC and Organogenesis




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met at Organogenesis' offices in Canton, MA to discuss a potential business combination. The following day, AHPAC sent Organogenesis materials outlining the potential benefits of the business combination and an illustrative timeline.

        After reviewing the materials provided by AHPAC, Organogenesis agreed to participate in a follow-up meeting on May 1, 2018. On that date, representatives of AHPAC, Organogenesis and Credit Suisse had a follow-up meeting to discuss a business combination in further detail, including considerations around pro forma ownership, structure and valuation. On May 2, 2018, Mr. Dean called Mr. Cunningham to further discuss a potential transaction, after which AHPAC sent a preliminary non-binding draft letter of intent (the "May 2 LOI") to Organogenesis for review. The May 2 LOI assigned a pro forma enterprise value of the post-combination entity of $883.5 million, and contemplated a "PIPE" financing (the "May 2 equity financing"), that would include a $45 million investment in Organogenesis by third parties at the time of execution of definitive documentation for the business combination, and an additional $45 million investment in AHPAC concurrent with consummation of the business combination. In addition, the May 2 LOI expressed a willingness on behalf of the sponsor and the AHPAC directors to surrender up to 2.5 million founder shares, so that an equivalent number of shares of Class A common stock could be issued to participants in the May 2 equity financing, effectively lowering the price for such investors, with no net equity impact on the post-combination entity. The May 2 LOI also contemplated use of the May 2 equity financing proceeds for the payment of $26.2 million of accrued interest and principal on the Organogenesis Insider Debt, with the remainder of the Organogenesis Insider Debt to be converted into equity of the post-combination entity concurrent with the consummation of the business combination at a value equivalent to the effective price paid by the investors in the May 2 equity financing. The May 2 LOI also contemplated that the sponsor would be entitled to designate one of the initial members of the board of directors of AHPAC after the business combination.

        On May 3, 2018, Credit Suisse informed representatives of AHPAC that Organogenesis had informed Credit Suisse that the Organogenesis board of directors (the "Organogenesis Board") would not accept AHPAC's proposal in the May 2 LOI, as it would subject the existing stockholders to a level of dilution (as a result of outstanding AHPAC warrants) that was unacceptable to Organogenesis controlling stockholders. Later that afternoon, AHPAC sent Organogenesis a revised LOI, providing that the sponsor and the directors of AHPAC would agree to forfeit 8.2 million of their private placement warrants, on a pro rata basis, in connection with a business combination between AHPAC and Organogenesis (the "May 3 LOI").

        On May 16, 2018, representatives of Credit Suisse spoke with Mr. Cunningham to discuss the May 3 LOI. Mr. Cunningham indicated that additional private placement warrants would need to be forfeited in order for the Organogenesis Board to consider the proposed business combination. Mr. Cunningham further indicated that some of the key issues for the parties to discuss regarding the May 3 LOI from Organogenesis' perspective were the post-closing pro forma ownership of the existing Organogenesis stockholders in the combined entity (including as a result of redemptions by AHPAC public shareholders), the treatment of Organogenesis' existing debt, the amount of investment targeted in the Private Offering, and the implied total enterprise value of Organogenesis. Later on May 16, 2018, AHPAC sent a further updated LOI, reflecting the sponsor's and the directors' of AHPAC's willingness to forfeit 12.3 million of their aggregate private placement warrants (the "May 16 LOI"). Over the course of the following three days, representatives of Organogenesis and AHPAC discussed the May 16 LOI.

        On June 4, 2018, representatives of AHPAC held an update call with Mr. Cunningham and Gary Gillheeney, Chief Executive Officer of Organogenesis, to discuss in more detail potential structures of the proposed business combination.combination and the other key issues regarding the May 3 LOI that




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Mr. Cunningham had raised with Credit Suisse. On June 11, 2018, the Organogenesis Board held a meeting and agreed to continue to consider the possible business combination with AHPAC.

        On June 12, 2018, Organogenesis made available to representatives of AHPAC, Weil and Credit Suisse access to an online data room containing detailed legal and operational data regarding Organogenesis. On June 13, 2018, representatives of Organogenesis, AHPAC, Weil, Foley and Credit Suisse participated in a call to discuss the possible transaction. The participants discussed potential next steps, including the requirement to obtain the consent of SVB and Eastward to the business




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combination. On June 14, 2018, AHPAC sent Organogenesis (i) a list of due diligence discussion topics for a planned in-person meeting and (ii) a follow-up due diligence request list.

        On June 18, 2018, Organogenesis provided AHPAC with draft projections for 2018 and 2019. On June 19, 2018, AHPAC provided Organogenesis a list of discussion topics for a call between AHPAC and the management team of Organogenesis, which call was held on June 20, 2018 with representatives of AHPAC and the sponsor and Mr. Cunningham and members of his team at Organogenesis. On June 21, 2018, representatives of AHPAC and the sponsor, as well as representatives of the PIPE investors met in-person and by teleconference with Mr. Gillheeney, Mr. Cunningham and other representatives of Organogenesis' senior management team at Organogenesis' headquarters in Canton, MA to conduct further due diligence, as well as discuss potential timing of a transaction and outreach to potential third party investors. On June 25, 2018, representatives of AHPAC and representatives of Organogenesis' auditors, RSM US LLP, participated in a due diligence call.

        During the period from June 21, 2018 to July 2, 2018, Organogenesis, AHPAC, Credit Suisse, Wells Fargo Securities, LLC ("Wells Fargo"), Foley and Weil drafted a private placement memorandum (the "PPM") related to (a) a private offering by Organogenesis for the sale of up to $50,000,000 of Organogenesis' common stock to be completed concurrently with execution of a business combination agreement and (b) a private offering by AHPAC for the sale of up to an additional $50,000,000 of AHPAC Class A common stock to be consummated concurrently with the proposed business combination (collectively, the "Private Offering"). On June 25, 2018, Weil provided Foley with an initial draft of a merger agreement for the proposed business combination (the "Merger Agreement"). On June 29, 2018, Foley provided initial comments on the Merger Agreement to Weil. On July 2, 2018, Weil sent a legal due diligence request list to Foley, after reviewing the documents available in the online data room. On July 5, 2018, Weil sent to Foley a revised draft of the Merger Agreement.

        Through July and early August, Foley and Weil continued to exchange drafts of the Merger Agreement and related documents and Weil conducted legal due diligence on Organogenesis. The key economic terms negotiated between the parties over this period were the post-closing pro forma ownership of the existing Organogenesis shareholders in the combined entity (including as a result of redemptions by AHPAC public shareholders), the treatment of Organogenesis' existing debt, the amount of investment targeted in the Private Offering, and the implied total enterprise value of Organogenesis.

On July 10, 2018, Foley circulated the final version of the PPM to Weil, Credit Suisse, Wells Fargo, AHPAC and Organogenesis. Over the course of the following two weeks, representatives of AHPAC, Organogenesis, Credit Suisse and Wells Fargo met or held telephone conferences with 14 potential investors in New York City and in Boston. On July 16, 2018, Credit Suisse reported to AHPAC that, based on the investor meetings to date, current levels of interest in the proposed business combination were not suffficent to complete the Private Offering.

        Through JulyFollowing the discussion with Credit Suisse, representatives of AHPAC, led by Messrs. Dean and early August, Foley and Weil continued to exchange draftsBurgstahler, began discussing the possibility that the PIPE Investors would be interested in participating in the Private Offering. At a meeting of the Merger AgreementPIPE Investors' investment committee, comprised of Messrs. Dean, Burgstahler and related documentsGirardi and Weil conducted legalSriram Venkataraman on July 16, 2018, the investment committee discussed the possibility of making investments in Organogenesis and AHPAC in connection




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with the anticipated business combination. During that meeting, it was decided that an investment into Organogenesis and the business combination was of interest to the PIPE Investors, and that the PIPE Investors should conduct due diligence on Organogenesis.

        On July 16, 2018, representatives of AHPAC and the sponsor further discussed a potential investment by the PIPE investorsinvestment. Following that meeting, AHPAC's officers determined that, since there was potential interest in the business combination.Private Offering, AHPAC should continue its due diligence and continue to progress the transaction documentation.

        On July 17, 2018, Messrs. Dean and.and Gillheeney discussed the possibility of a direct investment into Organogenesis by the PIPE investors at the time of the signing of the Merger Agreement, with a further investment to follow upon the consummation of the business combination. Mr. Dean communicated that the PIPE Investors would be interested in investing an aggregate of up to $100,000,000 in cash, on the condition that the principal amount of all of the Insider Organogenesis Debt would be converted to equity, resulting in the existing stockholders of Organogenesis owning an aggregate of 80.0% of the post-business combination entity, with ownership calculated using the treasury stock method (the "July 17 Proposal"). and assuming 100% redemptions by AHPAC public shareholders. Later on July 17, 2018, representatives of Organogenesis informed Credit Suisse that the Organogenesis Board was considering the July 17 Proposal, but that they may have a preference to reduce the overall cash investment in order to increase the stake that existing Organogenesis stockholders would have in the post-business combination entity.entity assuming that the existence of the equity financing at the contemplated economic terms would result in significant redemptions by AHPAC public shareholders.

        On July 19, 2018, Wells Fargo and Credit Suisse confirmed to AHPAC and Organogenesis that, based on the investor meetings to date, current levels of interest in the proposed business combination by investors other than the PIPE Investors were not sufficient to complete the Private Offering. AHPAC sent Organogenesis an illustrative




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transaction overview, which contemplated slight changes to the cash uses presented in the July 17 Proposal, including a direct paydown of $20,000,000 of Organogenesis' existing debt.

        On July 24, 2018, representatives of Weil held a legal due diligence call with representatives of Foley and Lori Freedman, general counsel of Organogenesis. Also on July 24, 2018, Credit Suisse spoke with Mr. Gillheeney about the progress the Organogenesis Board was making with respect to its consideration of the July 17 Proposal.

        On July 25, 2018, AHPAC sent a revised proposal to Organogenesis contemplating two potential options for the Private Investment (the "July 25 Proposal") each with slightly different values of cash invested into Organogenesis and repayment of Insider Loans. Mr. Dean and Mr. Gillheeney had a discussion about the July 25 Proposal and how each of their respective boards of directors wouldwere likely to view the July 25 Proposal.

        On July 27, 2018, AHPAC presented a further revised proposal to Organogenesis, similarly with two potential options for the Private Investment (the "July 27 Proposal"), with the key differences surrounding the amount of cash invested and the post-business combination ownership levels.distribution. Later in the day on July 27, 2018, Mr. Dean and Mr. Gillheeney spoke again and Mr. Dean suggested a willingness on the part of AHPAC to adjust the July 27 Proposal to slightly increase the post-business combination ownership of the existing Organogenesis stockholders.

        On July 29, 2018, Mr. Dean and Mr. Gillheeney spoke on the phone and discussed a transaction whereby the PIPE Investors would agree to invest $46 million into Organogenesis at the time of the signing of a definitive agreement between AHPAC and Organogenesis in connection with a proposed business combination, and the PIPE Investors would agree to invest an additional $46 million into the post-business combination entity, and the Insider Lenders would agree to accept a payment of approximately $28.7 million in respect of the Organogenesis Insider Debt and have the remainder of the principal amount of their loans of approximately $45.7 million converted into shares of ORGO common stock at the consummation of the business combination at the same value as that received by




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Organogenesis stockholders in the merger, resulting in the existing Organogenesis stockholders collectively owning 82.5% of the post-business combination entity, with ownership calculated using the treasury stock method (the "July 29 Proposal"). The July 29 Proposal was presented on the basis of pro forma total enterprise value of the post-combination entity of $673 million, when calculated based on an updated balance sheet for Organogenesis as of June 30, 2018. During that call, Mr. Dean also expressed the PIPE Investors desire to have two representatives on the board of directors of ORGO. On July 30, 2018, in connection with the Organogenesis Board's review of the July 29 Proposal, Mr. Gillheeney emailed Mr. Dean informing him that Organogenesis and its controlling stockholders would agree to provide the PIPE Investors with the right to nominate one director and one observer to the board of directors of the post-business combination entity, assuming sponsor would no longer have the right to designate one of the initial members of such board.

        On July 30, 2018, Foley provided Weil with an initial draft of the Company's disclosure schedules (the "Disclosure Schedules") to the Merger Agreement.

        On August 1, 2018, Weil, on behalf of AHPAC, sent Foley a formal bid letter reflecting the July 29 Proposal, and asked that Foley provide such bid letter to Organogenesis.

        During the period from August 1, 2018, to August 16, 2018, AHPAC and its representatives continued to conduct due diligence on Organogenesis, and AHPAC, Organogenesis, the PIPE Investors, the Inside Lenders and their respective representatives continued to negotiate the terms of a potential business combination, equity financing and exchange among such parties. During July and August 2018, Mr. Dean periodically updated the members of the AHPAC Board regarding discussions with Organogenesis.




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        On August 2, 2018, representatives of AHPAC, Organogenesis, Credit Suisse, Foley and Weil held a confirmatory due diligence call. On August 3, 2018, a draft of the exchange ratio calculation, reflecting the proposed economic terms of the deal at that point in time, was prepared by representatives of AHPAC and shared with Mr. Cunningham for his review and confirmation of agreement on the calculation methodology. On August 5, 2018, Weil sent its initial comments to the Disclosure Schedules to Foley. On August 6, 2018, Weil provided a further revised draft of the Merger Agreement and other ancillary documents.

        On August 6, 2018, the Investment Committee of the PIPE Investors met to discussreview the due diligence conducted in connection with their potential investment in Organogenesis and AHPAC. During that meeting, the Investment Committee of the PIPE Investor approved the PIPE Investors' investment in the private investment. On August 7, representatives of the PIPE Investors met with representatives of AHPAC and the sponsor to give feedback on the proposed investment. After that meeting, the PIPE Investors requested that sponsor and the members of the APHAC Board agree to surrender additional founder shares and private placement warrants, and that AHPAC agree to issue an equivalent number of founder shares and private placement warrants to the PIPE Investors in connection with the equity financing.financing, which would have the result of making the effective price of the private placement $5.91 to the PIPE Investors, and approximately $7.035 to ORGO as a result of the incremental surrender of founder shares.

        On August 8, 2018, the sponsor and AHPAC directors, collectively, agreed to surrender an additional 2,484,007 founder shares and 4,100,000 private placement warrants at the consummation of the business combination, in connection with the negotiation of the terms of the Subscription Agreements and the Stockholders Agreements, and AHPAC agreed to issue an equivalent number of founder shares and private placement warrants to the PIPE investors in addition to the shares the PIPE investors would have received had their investment been at the same effective price per share as implied by the exchange ratio.




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        On August 9, 2018, the AHPAC Board met to review the terms of the proposed business combination between AHPAC and Organogenesis. Representatives of Weil attended the meeting. The AHPAC Board discussed with representatives of Weil, among other things, their duties as directors of a Cayman Islands corporation, the process that AHPAC had conducted since its IPO to find a suitable target for AHPAC's initial business combination, and the process that had been conducted to date to negotiate the terms of the potential business combination between AHPAC and Organogenesis. The AHPAC Board also reviewed the key terms of the draft Merger Agreement and related agreements, including the exchange and the private placement, and discussed the reasonableness of the consideration to be paid to Organogenesis and whether a potential business combination on the terms outlined in the Merger Agreement was in the best interests of AHPAC's shareholders. After discussion, the board came to a preliminary view that the consideration proposed to be paid to Organogenesis was reasonable and that the potential business combination was in the best interests of AHPAC's shareholders, and authorized representatives of Weil and members of management of AHPAC and the sponsor to continue to negotiate and finalize the terms of the Merger Agreement and related documents. Also on August 9, 2018, the members of the audit committee of the board met to review and consider, and approved (conditional upon the approval of the full board of directors of AHPAC) the terms of the equity financing proposed between the PIPE Investors and AHPAC.

        Between August 9, 2018 and August, 17, 2018, Weil and Foley held multiple telephonic discussions to negotiate and finalize the Merger Agreement and the related ancillary documents, including the Disclosure Schedules, the documents relating to the private placement and the Exchange Agreement. On August 10, 2018, Foley provided Weil with initial drafts of the Debt Consents.

        On August 15, 2018, AHPAC, Organogenesis, Foley and Weil discussed open issues related to the transaction. On August 15, 2018, Organogenesis and AHPAC agreed that the principal amount, as well as accrued interest, on the $5 million of Insider Loans made to Organogenesis during July 2018 would also be repaid with cash at consummation of the business combination. Also on August 15, 2018, the exchange ratio was calculated by AHPAC to reflect the economic terms of the deal that had been reached, and was agreed between AHPAC and Organogenesis.

        On August 16, 2018, the AHPAC Board met to review the terms of the proposed business combination between AHPAC and Organogenesis, and to consider and vote on the approval of such business combination. Representatives of Weil attended the meeting. After discussion, the AHPAC Board unanimously resolved, among other things, that (i) subject to the approval by Mr. Dean of any final modifications to the Merger Agreement and related documents, it is in AHPAC's commercial




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interests that AHPAC should approve and enter into the Merger Agreement and the ancillary agreements, and enter into the transactions contemplated thereby, including the equity financing, and (ii) an extraordinary general meeting of the shareholders of AHPAC be convened in accordance with the articles of association with AHPAC for consideration of the business combination and related matters. For further details, see the Section titledAHPAC's Reasons for Approval of the Transactions; Recommendation of the Board commencing on page [    ·    ].

        On August 17, 2018, AHPAC, Merger Sub, and Organogenesis executed the Merger Agreement, and AHPAC issued a press release announcing the business combination between AHPAC and Organogenesis. Also on August 17, 2018, fully executed Debt Consents were obtained from SVB and Eastward.

        On October 3, 2018 the parties discussed that the Form of Parent Charter attached to the Merger Agreement as Exhibit E and the Form of Parent Bylaws attached to the Merger Agreement as Exhibit F should be amended to clarify that the exclusive forum provisions set forth therein did not purport to apply to certain federal securities actions. Weil and Foley discussed such amendment and agreed that the Merger Agreement would need to be amended in order to effect the proposed amendment to the Form of Parent Charter and Form of Parent Bylaws and on October 4, 2018, Weil




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sent Foley an initial draft of Amendment No. 1 to the Merger Agreement. Foley confirmed on October 4, 2018, that it had no comments on the draft and Organogenesis, AHPAC and Merger Sub entered into Amendment No. 1 to the Merger Agreement on October 5, 2018.

        On October 4, 2018, AHPAC held an extraordinary general meeting of its shareholders (the "EGM"). At the EGM, the following matters were submitted to holders of AHPAC's ordinary shares: (i) a proposal to amend the Company's amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination from October 14, 2018 to February 15, 2019 (the "Extension Amendment Proposal") and (ii) a proposal to amend the Company's Investment Management Trust Agreement, dated as of October 10, 2016, by and between AHPAC and Continental Stock Transfer & Trust Company, to extend the date on which to commence liquidating the trust account established in connection with the Company's initial public offering in the event the Company has not consummated a business combination prior to October 14, 2018, from October 14, 2018 to February 15, 2019 (the "Trust Amendment Proposal"). The Extension Amendment Proposal did not receive "for" votes from holders of one hundred percent (100%) of the ordinary shares represented in person or by proxy and entitled to vote thereon at the EGM (voting together as a single class), and accordingly was not approved. The Trust Amendment Proposal received "for" votes from holders of more than sixty five percent (65%) of the issued and outstanding ordinary shares, and accordingly was approved. In connection with this vote, the holders of 30,798,019 AHPAC Class A ordinary shares indicated that they wished to exercise their right under AHPAC's memorandum and articles of association to redeem their shares for cash at a redemption price of approximately $10.20 per share, for an aggregate redemption amount of approximately $314,258,591.61, in the event that the proposal was approved. As a result of AHPAC's error with respect to the application of the prescribed voting standard, these shares were redeemed on October 4, 2018, which was in advance of the date required by AHPAC's memorandum and articles of association. As a result of Proposal 1 not being approved, such shares were subject to mandatory redemption within ten business days of October 14, 2018 pursuant to AHPAC's memorandum and articles of association. Due to its inability to consummate an initial business combination within the time period required by AHPAC's memorandum and articles of association, AHPAC redeemed the remaining outstanding public shares as of October 31, 2018 on October 31, 2018. AHPAC's initial shareholders have waived their redemption rights with respect to the remaining outstanding ordinary shares issued prior to the IPO.

        As of the close of business on October 31, 2018, the public shares were deemed cancelled and represent only the right to receive the redemption amount. In order to provide for the disbursement of funds from the trust account, AHPAC instructed the trustee (the "trustee") of the trust account on October 30, 2018, to immediately liquidate the trust account. The proceeds of the trust account will be held in a noninterest-bearing account while awaiting disbursement to the holders of the public shares. Holders of public shares will have their shares redeemed for their pro rata portion of the proceeds of the trust account by the transfer agent. AHPAC estimates that the per-share redemption price for the public shares will be approximately $10.30. The public shares ceased trading as of the close of business on October 30, 2018, in order to allow time for the settlement of trades and as a result of a trading suspension by NASDAQ. The redemption amount will be payable to the holders of the public shares (including the public shares included in AHPAC's units) upon presentation of their share or unit certificates or other delivery of their shares or units. Beneficial owners of public shares held in "street name," however, will not need to take any action in order to receive the redemption amount. The redemption amount will be paid as promptly as possible after the close of business on October 31, 2018. There will be no redemption rights or liquidating distributions with respect to the AHPAC's warrants, which will remain outstanding.

        On October 30, 2018, pursuant to Section 12 of the letter agreement dated as of October 10, 2016, entered into and delivered by Avista Acquisition Corp., a Cayman Islands exempted company ("Parent Sponsor") and the certain individuals who are directors or members of the Company's management




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team to AHPAC (the "Letter Agreement"), AHPAC, its directors and officers and the Sponsor amended the Letter Agreement (the "Letter Agreement Amendment"). The Letter Agreement Amendment was entered into as the Sponsor and the other holders of AHPAC Class B ordinary shares, which includes each member of the AHPAC Board, have indicated their intent to support the continuing existence of AHPAC and the consummation of the business combination with Organogenesis and not proceed with liquidation and dissolution of AHPAC. The Letter Agreement Amendment eliminates any obligation on the part of AHPAC, the Sponsor and AHPAC's directors and officers pursuant to the Letter Agreement to cease operations and proceed with the liquidation and dissolution of AHPAC. The Letter Agreement Amendment does not relieve any party from its obligation to take all reasonable steps to complete the redemption as required by AHPAC's amended and restated memorandum and articles of association as a result of the failure of AHPAC's shareholders to approve the extension, from October 14, 2018 to February 15, 2019, of the time period available to AHPAC to complete an initial business combination without liquidating the trust account and redeeming all public shares for their pro rata portion of the trust account.

        On November 2, 2018, as a result of the redemption of the public shares, NASDAQ issued a delisting notice in respect of the AHPAC units, AHPAC Class A ordinary shares and AHPAC warrants to purchase Class A ordinary shares to AHPAC. AHPAC has until November 9, 2018 to submit an appeal of this decision, which it plans to do in a timely manner.

The AHPAC Board's Reasons for the Approval of the Business Combination


        The AHPAC Board, in evaluating the transaction with Organogenesis, consulted with AHPAC's management and its legal counsel, financial advisors and other advisors. In reaching its unanimous resolution (i) that the terms and conditions of the Merger Agreement and the transactions contemplated thereby, including the business combination, are advisable, fair to and in the best interests of AHPAC and its shareholders and (ii) to recommend that the shareholders adopt the Merger Agreement and approve the transactions contemplated thereby, including the business combination, the AHPAC Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the business combination, the AHPAC Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The AHPAC Board did not seek to obtain a third-party valuation or fairness opinion in connection with their determination to approve the business combination. The AHPAC Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of AHPAC's reasons for the business combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under "Cautionary Note Regarding Forward-Looking Statements" beginning on page [    ·    ] of this document.

        The AHPAC Board considered a number of factors pertaining to the business combination as generally supporting its decision to enter into the Merger Agreement and the transactions contemplated thereby, including but not limited to, the following material factors:

        Consideration to be paid to Organogenesis is reasonable and the business combination is in the best interests of AHPAC's stockholders. The AHPAC Board considered the following factors:

•

the financial data reviewed by AHPAC, includedincluding Organogenesis's historical and projected financial statements and a comparable publicly traded company analyses;analysis prepared by AHPAC management;



•

AHPAC conducted a due diligence review of Organogenesis that included an analysisOrganogenesis;




Table of Organogenesis's existing business model, historical and projected financial results, and a valuation analysis in order to enable its board of directors to ascertain the reasonableness of the consideration being paid;Contents



•

during its negotiations with Organogenesis, AHPAC received services from its financial advisor, Credit Suisse, to assist it in evaluating the reasonableness of the consideration to be paid to Organogenesis stockholders;



•

the board considered the risk that the current public stockholders of AHPAC would convert their public shares for cash upon consummation of the merger, thereby reducing the amount of




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cash available to AHPAC following the transaction. The board determined that the private placement would ensure the funds to complete the merger would be readily available.

        The comparable companies analysis prepared by AHPAC management compared the Organogenesis enterprise value / 2019 estimated revenue multiple (based on the Organogenesis enterprise value of approximately $673 million implied in the merger) to the enterprise value / 2019 estimated revenue multiple for a variety of comparable companies. Organogenesis' 2019 estimated revenue used in this analysis was $292.3 million, and Organogenesis' 2019 estimated gross margin percentage used in the analysis was 71%. The comparable companies included three companies in the wound care industry (Integra LifeSciences Holdings Corporation, MiMedx Group, Inc. and Coloplast Corp.) and a selected set of six comparable small-cap and mid-cap innovative medical technology companies (Penumbra, Inc., Inogen, Inc., Tactile Systems Technology, Inc., Cardiovascular Systems, Inc., AtriCure, Inc. and Wright Medical Group N.V.). The comparable companies in the wound care industry were selected on the basis of including all publicly-traded wound care companies except where there were factors relevant to such companies that meant they were not comparable companies and therefore should be excluded from the analysis. A small number of publicly-traded companies with a wound care focus were excluded from this analysis for reasons including that only a minority of their business is focused on advanced wound care. The comparable companies in the small-cap and mid-cap innovative medical technology industry were chosen based on their therapeutic concentration, high level of innovation and strong financial profile. We estimated 2019 revenues and gross margin for the comparable companies by using research analyst consensus estimates. The wound care industry companies showed an average enterprise value/revenue multiple of 5.3x and the small-cap and mid-cap innovative medical technology companies showed an average enterprise value/revenue multiple of 6.7x, as compared with Organogenesis, which showed an enterprise value/revenue multiple of 2.3x (based on the Organogenesis enterprise value of approximately $673 million implied in the merger).



        The analysis also compared average annual percentage revenue growth (based on year end 2017 revenue to 2019 estimated revenue) and 2019 estimated gross margin percentages for the aforementioned comparable companies.




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        Strategic Considerations.    The AHPAC Board considered that the business combination with Organogenesis is expected to provide a number of significant strategic opportunities, including the following:

•

Organogenesis represents an ideal target for AHPAC given its leading market position in an attractive industry, robust growth profile, strong business fundamentals, and experienced management team;



•

the team at AHPAC is highly experienced in investing in the healthcare sector, and the fact that Organogenesis falls squarely in one of AHPAC's areas of expertise provides the opportunity for us to leverage that expertise in realizing the investment potential from the business combination;



•

Organogenesis has an experienced management team with proven research and development success with a deep pipeline of products, including five pipeline products expected to be launched in the next 2 years;



•

the margin enhancement opportunities that AHPAC expects Organogenesis management to be able to implement into Organogenesis's business following the transactions;



•

Organogenesis's presence in attractive end markets including the Advanced Wound Care Market and Surgical and Sports Medicine Market;



•

Organogenesis's differentiated and comprehensive suite of products;



•

the robust clinical data supporting Organogenesis's products;



•

Organogenesis's established and scalable infrastructure including over 2,500 healthcare facilities servedserved;



•

Organogenesis growing global footprint represents an area for AHPAC to achieve accelerated growth; and



•

the fact that members of Organogenesis's management, led by Gary Gillheeney (President and CEO), Tim Cunningham (CFO) and the existing management team, will continue to oversee Organogenesis's business following the transactions.

        Other Factors Considered by the AHPAC Board.    In addition to considering the strategic factors described above, the AHPAC Board considered the following additional factors, all of which it viewed as supporting its decision to approve the transaction agreement:

•

AHPAC raised $310 million in October of 2016 with the objective of consummating an attractive business combination;



•

AHPAC has evaluated a number of businesses since then, but are most impressed by Organogenesis;



•

the board's knowledge of Organogenesis's business, operations, financial condition, earnings and prospects, taking into account the results of AHPAC's due diligence review of Organogenesis;



•

the current and prospective business climate in the industry in which Organogenesis operates, including the position of current and likely competitors of Organogenesis;



•

the PIPE Investors willingness to provide supplemental financing for the business combination;



•

the alternatives reasonably available to AHPAC, including pursuing other potential targets, and the board's belief that the business combination with Organogenesis creates the best reasonably




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available opportunity to maximize value for the AHPAC's shareholders given the potential risks, rewards and uncertainties associated with each alternative; and




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•

the terms and conditions of the transaction agreement, including the strong commitments by both AHPAC and Organogenesis to complete the transactionstransactions.

        The AHPAC Board weighed these advantages and opportunities against a number of other factors identified in its deliberations weighing negatively against the business combination with Organogenesis, including:

•

the risk that AHPAC shareholders may object to and challenge the transactions and take actions that may prevent or delay the consummation of the transactions, including to vote down the proposals at the AHPAC general meeting or convert their shares;



•

the potential for diversion of management and employee attention during the period prior to completion of the transactions, and the potential negative effects on Organogenesis's business;



•

the risk that, despite the efforts of AHPAC and Organogenesis prior to the consummation of the transactions, Organogenesis may lose key personnel, and the potential resulting negative effects on Organogenesis's business;



•

the possibility that Organogenesis might not achieve its projected financial results;



•

the fact that the transaction agreement prohibits AHPAC from soliciting or engaging in discussions regarding alternative transactions during the pendency of the transactions;



•

the risk that changes in the regulatory and legislative landscape or new industry developments, including changes in consumer preferences, may adversely affect the business benefits anticipated to result from the transactions; and



•

the risks of the type and nature described under "Risk Factors" beginning on page [    ·    ] and the matters described under "Cautionary Statement Regarding Forward-Looking Statements" beginning on page [    ·    ].

Satisfaction of 80% Test


        It is a requirement under AHPAC's existing amended and restated memorandum and articles of association and NASDAQ listing requirements that the business or assets acquired in AHPAC's initial business combination have a fair market value equal to at least 80% of the balance of the funds in the trust account at the time of the execution of a definitive agreement for AHPAC's initial business combination. As of August 17, 2018, the date of the execution of the Merger Agreement, the fair value of marketable securities held in the trust account was approximately $315.3 million and 80% thereof represents approximately $252.2 million. The AHPAC Board considered all of the factors described above and the fact that the purchase price for Organogenesis was the result of an arm's length negotiation with certain Organogenesis Stockholders. As a result, the AHPAC Board concluded that the fair market value of the business acquired was significantly in excess of 80% of the assets held in the trust account (excluding any taxes payable on the interest earned on the trust account). In light of the financial background and experience of the members of our management team and the AHPAC Board, our Board believes that the members of our management team and the AHPAC Board are qualified to determine whether the business combination meets the 80% asset test. The AHPAC Board did not seek or obtain an opinion of an outside fairness or valuation advisor as to whether the 80% asset test has been met.




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Certain Organogenesis Projected Financial Information


        Organogenesis provided AHPAC with its internally prepared projections for the fiscal years ended December 31, 2018 and 2019. The prospective financial information was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial




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information. These projections were prepared solely for internal use, capital budgeting and other management purposes, and are therefore subjective in many respects and susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments, and were not intended for third party use, including by investors or holders. You are cautioned not to rely on the projections in making a decision regarding the transaction, as the projections may be materially different than actual results.

        The projections reflect numerous assumptions including assumptions with respect to general business, economic, market, regulatory, and financial conditions and various other factors, all of which are difficult to predict and many of which are beyond Organogenesis' control, such as the risks and uncertainties contained in the section entitled "Risk Factors." The projections reflect the consistent application of accounting policies of Organogenesis and should be read in conjunction with the accounting policies included in Note 2 accompanying the historical audited consolidated financial statements of Organogenesis included in this consent solicitation/joint proxy statement/prospectus.

        The financial projections for revenue and costs are forward looking statements that are based on growth assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Organogenesis' control. While all projections are necessarily speculative, Organogenesis believes that the prospective financial information covering periods beyond twelve (12) months from its date of preparation carries even higher levels of uncertainty and should be read in that context. There will be differences between actual and projected financial results, and actual results may be materially greater or materially less than those contained in the projections. The inclusion of the projections in this consent solicitation/joint proxy statement/prospectus should not be regarded as an indication that Organogenesis or its representatives considered or consider the projections to be a reliable prediction of future events.

        The projections were requested by, and disclosed to, AHPAC for use as a component in its overall evaluation of Organogenesis, and are included in this consent solicitation/joint proxy statement/prospectus on that account. Organogenesis has not warranted the accuracy, reliability, appropriateness or completeness of the projections to anyone, including AHPAC. Neither Organogenesis' management nor any of its representatives has made or makes any representation to any person regarding the ultimate performance of Organogenesis compared to the information contained in the projections, and none of them intends to or undertakes any obligation to update or otherwise revise the projections to reflect the circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the projections are shown to be in error. Accordingly, they should not be looked at as "guidance" of any sort. Organogenesis will not refer back to these forecasts in its future periodic reports filed under the Exchange Act.

        The projections were prepared by, and the responsibility of, Organogenesis' management. RSM US LLP, Organogenesis' auditor, has neither examined, compiled nor performed any procedures with respect to the accompanying prospective financial information and, accordingly RSM does not express any opinion or any other form of assurance with respect thereto. The RSM report included in this consent solicitation/joint proxy statement/prospectus relates to historical financial information of Organogenesis. They do not extend to the projections and should not be read as if they do.




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        The key elements of the projections provided to AHPAC are summarized in the table below (in thousands of dollars):

		Fiscal Year Ended December 31,
		2018E(i)			2019E(i)
Advanced Wound Care Revenue		$	168,404		$	247,019
Surgical & Sports Medicine Revenue			30,260			45,263
​	​	​	​	​	​	​	​
Net Revenue			198,665			292,283
% Growth			0.1	%		47.1	%
Less: Cost of Goods Sold			(70,615	)		(83,312	)
​	​	​	​	​	​	​	​
Gross Profit			128,050			208,971
% Margin			64.5	%		71.5	%
Less: Sales, General and Administrative Expenses(ii)			(165,611	)		(200,451	)
Less: Research and Development Expenses			(13,832	)		(23,442	)
​	​	​	​	​	​	​	​
Income (Loss) from Operations			(51,393	)		(14,922	)
Less: Other Expenses / (Income)			(9,493	)		(3,806	)
Less: Tax Benefit (Expense)			(186	)		(322	)
​	​	​	​	​	​	​	​
Net Income (Loss) and Comprehensive Income (Loss)			(61,072	)		(19,049	)
​	​	​	​	​	​	​	​
Net Income (Loss) Attributable to Organogenesis			(61,072	)		(19,049	)
Adjusted EBITDA(iii)			(38,153	)		(1,438	)
% Margin			(19.2	)%		(0.5	)%
​	​	​	​	​	​	​	​
Disclosed Products:
PuraPly Revenue		$	66,460		$	118,043
​	​	​	​	​	​	​	​
Selected Cash Flow Items:
Capex			(3,436	)		(4,000	)
Depreciation			4,067			6,317
Amortization			3,669			5,993
Stock-based compensation			1,318			973

---

(i)

PuraPly expected to benefit from a two-year reinstatement of pass-through reimbursement status effective October 1, 2018.



(ii)

SG&A expenses adjusted to include the impact of amortization, write-offs, and change in contingent consideration forfeiture rights.



(iii)

We define EBITDA as net income (loss) attributable to Organogenesis Inc. before depreciation and amortization, interest expense and income taxes and we define Adjusted EBITDA as EBITDA, further adjusted for the impact of non-cash equity compensation, mark to market adjustments on our warrant liabilities, interest rate swaps and our contingent asset and liabilities.

Interests of Certain Persons in the Business Combination


        In considering the recommendation of the AHPAC Board to vote in favor of the business combination, shareholders should be aware that aside from their interests as shareholders, the sponsor and certain members of the AHPAC Board and officers have interests in the business combination that are different from, or in addition to, those of other shareholders generally. The AHPAC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the business combination, and in recommending to shareholders that they approve the business combination. Shareholders should take these interests into account in deciding whether to approve the business combination.




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        For a discussion of these interests, please see the section titled "Special Meeting of AHPAC Shareholders—Recommendation to AHPAC's Shareholders" beginning on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus. These interests may influence AHPAC's directors in making their recommendation that you vote in favor of the approval of the business combination.

Potential Purchases of Public Shares


        In connection with the shareholder vote to approve the proposed business combination, the sponsor, AHPAC's directors or officers or their respective affiliates may privately negotiate transactions to purchase shares from shareholders who would have otherwise elected to have their shares redeemed in conjunction with the vote to approve the business combination. None of AHPAC's directors or officers or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgement that such shareholder, although still the record holder of AHPAC shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and would include a contractual provision that directs such shareholder to vote such shares in a manner directed by the purchaser. In the event that the sponsor, AHPAC's directors or officers or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per-share pro rata portion of the trust account. The purpose of such purchases would be to increase the likelihood of obtaining shareholder approval of the business combination.

Total AHPAC Shares to be Issued in the Business Combination


        It is anticipated that, upon completion of the business combination: (i) AHPAC's public shareholders will retain no ownership in ORGO; (ii) the sponsor will own approximately 1.4% of ORGO; (iii) the Organogenesis Stockholders will own approximately 82.5% of ORGO (including the shares issued to the Insider Lenders in connection with the exchange and excluding shares held by the PIPE Investors); and (iv) the PIPE Investors will own approximately 16.1% of ORGO. The ownership percentages of ORGO following the business combination exclude the AHPAC Class A ordinary shares issuable upon the exercise of the AHPAC warrants and the shares issuable upon exercise of the warrants for ORGO common stock that will be issued in connection with the merger, the exchange and the equity financing and remain outstanding following the business combination, other than the replacement warrants, and assume (i) the exercise of redemption rights by 100% of AHPAC's public shareholders, (ii) the consummation of the equity financing and the exchange and (iii) that approximately 96.8 million shares of ORGO common stock are outstanding (including shares of ORGO common stock issuable upon the exercise of outstanding options and replacement warrants, calculated on a treasury stock method basis at a price per share of $7.035).

        For more information, please see the sections entitled "Summary of the Consent Solicitation/Joint Proxy Statement/Prospectus—Ownership of AHPAC" and "Unaudited Pro Forma Condensed Combined Financial Information." See the section titled "The Business Combination—The Merger Agreement—Equity Financing" beginning on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus for further details regarding AHPAC's obligations in connection with the equity financing. See the section titled "The Merger Agreement—Related Agreements—Financing Arrangements" beginning on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus for further details regarding Organogenesis's obligations in connection with the equity financing.




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Sources and Uses for the Business Combination


        The following tables summarizetable summarizes the sources and uses for funding the business combination as of June 30, 2018 (all numbers in millions; the sources and uses tables are based on cash and debt balances as of June 30, 2018 and do not reflect $5 million of Insider Loans funded in July 2018):

Sources and Uses—assuming no redemptions

Uses		$ Amount			Sources		$ Amount
​	​	​	​	​	​	​	​	​	​
Cash to Balance Sheet		$	364.1		Cash in AHPAC Trust Account		$	314.8
Estimated Fees & Expenses		$	14.0		Private Investment		$	92.0
Debt Paydown		$	28.7
​	​	​	​	​	​	​	​	​	​
Total Uses		$	406.8		Total Sources		$	406.8
​	​	​	​	​	​	​	​	​	​

Sources and Uses—assuming full redemptionsUses

Uses					Sources
​	​	​	​	​	​	​	​	​	​
Cash to Balance Sheet		$	49.3		Private Investment		$	92.0
Estimated Fees & Expenses		$	14.0
Debt Paydown		$	28.7
​	​	​	​	​	​	​	​	​	​
Total Uses		$	92.0		Total Sources		$	92.0
​	​	​	​	​	​	​	​	​	​

Board of Directors of AHPAC Following the Business Combination


        Upon the closing of the business combination, the board of directors of ORGO will consist of eight directors, each of whom will be voted upon by AHPAC's shareholders at the general meeting. Please see the sections entitled "Proposal No. 11—12—The Director Election Proposal" and "Management after the Business Combination" for additional information.




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AHPAC Certificate of Incorporation


        If the Domestication Proposal is approved and the business combination is to be consummated, AHPAC will replace its amended and restated memorandum and articles of association, under the Cayman Islands Companies Law (which are also referred to as the "Existing Organizational Documents"), with the proposed certificate and the proposed bylaws, in each case, under the DGCL (which are collectively referred to as the "Proposed Organizational Documents").

        The Proposed Organizational Documents differ materially from the Existing Organizational Documents. For a table setting forth a summary of the proposed principal changes between the Existing Organizational Documents and the Proposed Organizational Documents, please see the section entitled "The Charter Proposals." Additionally, as the Existing Organizational Documents are governed by the Cayman Islands Companies Law and the Proposed Organizational Documents will be governed by the DGCL, we encourage shareholders to carefully consult the information set out under the "Comparison of Corporate Governance and Shareholder Rights" section of this consent solicitation/joint proxy statement/prospectus commencing on page [    ·    ].

Name; Headquarters


        The name of AHPAC after the business combination will be "Organogenesis Holdings Inc." and its headquarters will be located at 85 Dan Road, Canton, MA 02021.




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Redemption Rights


        If a public shareholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, AHPAC will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of the business combination, including interest, divided by the number of then issued and outstanding public shares;provided that AHPAC will not redeem any AHPAC Class A ordinary shares issued in the IPO to the extent that such redemption would result in AHPAC having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. Due to the equity financing, AHPAC believes that the funds to complete the Organogenesis Transaction will be readily available if all other conditions to the consummation of the Organogenesis Transaction are satisfied. The initial shareholders have agreed to waive their redemption rights with respect to their outstanding founder shares and with respect to any public shares they may hold in connection with the consummation of the business combination. The outstanding founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, as of [    ·    ], 2018, this would have amounted to approximately $[    ·    ] per public share. Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a "group" (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the AHPAC Class A ordinary shares included in the units sold in the IPO.

        If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically)        Pursuant to AHPAC's transfer agent in accordance with the procedures described herein. If the business combination is not consummated, the public shares will not be redeemed for cash.

        There is no specified maximum redemption threshold under itsexisting memorandum and articles of association, other than the aforementioned 15% threshold. Each redemptiona holder of AHPAC Class A ordinaryAHPAC's public shares by public shareholders will reduce the amount in the trust account, which held marketable securities with a fair value of approximately $[    ·    ] as of [    ·    ], 2018. In addition, in no event willmay request that AHPAC redeem all or a portion of such shareholder's public shares for cash in an amount that would cause our net tangible assets to be less than $5,000,001. Due to the equity financing, AHPAC believes that the funds to complete the Organogenesis Transaction will be readily available if all other conditions to the consummationcertain circumstances. As of the Organogenesis Transaction are satisfied. Holders of public warrants do not have redemption rights in connection with the business combination. Please see the section entitled "Special Meeting of AHPAC Shareholders—Redemption Rights" for the procedures to be followed if you wish to redeem your shares for cash. See the section titled "The Business Combination—The Merger Agreement—Equity Financing" beginning on page [    ·    ]date of this consent solicitation/joint proxy statement/prospectus, for further details regardingall of AHPAC's obligations in connection with the equity financing.public shares have been redeemed.

Appraisal Rights


        Appraisal rights are not available to AHPAC's shareholders in connection with the business combination.

Accounting Treatment


        The business combination will be accounted for as a "reverse merger" in accordance with U.S. GAAP. Under this method of accounting AHPAC will be treated as the "acquired" company for financial reporting purposes. This determination is primarily based on Organogenesis' equityholders expecting to have a majority of the voting power of the combined company, Organogenesis comprising the ongoing operations of the combined entity, Organogenesis comprising a majority of the governing




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body of the combined company, and Organogenesis' senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the business combination will be treated as the equivalent of Organogenesis issuing stock for the net assets of AHPAC, accompanied by a recapitalization. The net assets of AHPAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination will be those of Organogenesis.




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MATERIAL TAX CONSIDERATIONS


Material U.S. Federal Income Tax Considerations


        The following is a discussion of material U.S. federal income tax considerations for beneficial owners of AHPAC Class A ordinary shares(and ORGO subsequent to the domestication) and AHPAC warrants (collectively, the "AHPAC securities")Organogenesis relating to the business combination (including the domestication) and the ownership and disposition of ORGO common stock and ORGO warrants (collectively, the "ORGO securities") acquired pursuant to the domestication. This discussion applies only to AHPAC securities and ORGO securities held as capital assets for U.S. federal income tax purposes, and does not describe all of the U.S. federal income tax consequences that may be relevant to beneficial owners of AHPAC securities and ORGO securities in light of their particular circumstances, including alternative minimum tax and Medicare contribution tax consequences, or beneficial owners who are subject to special rules, such as:

•

financial institutions or financial service entities;



•

governments or agencies or instrumentalities thereof;



•

insurance companies;



•

dealers or traders subject to a mark-to-market method of tax accounting with respect to the AHPAC securities or ORGO securities;



•

persons holding the AHPAC securities or ORGO securities as part of a "straddle," hedge, integrated transaction or similar transaction, or persons deemed to sell the securities under constructive sale provisions of the Code;



•

U.S. holders (as defined below) whose functional currency is not the U.S. dollar;



•

partnerships or other pass-through entities for U.S. federal income tax purposes or investors in such entities;



•

holders who are controlled foreign corporations or passive foreign investment companies;



•

regulated investment companies;



•

real estate investment trusts;



•

U.S. holders (as defined below) owning or considered as owning 10 percent or more of the total combined voting power of all classes of stock entitled to vote of, or 10% or more of the total value of all classes of shares of, AHPAC or ORGO;



•

anchor investors;



•

U.S. holders (as defined below) that hold their AHPAC securities or ORGO securities through a non-U.S. broker or other non-U.S. intermediary;



•

persons who are, or may become, subject to the expatriation provisions of the Code; or



•

tax-exempt entities.

        If you are a partnership for U.S. federal income tax purposes, the U.S. federal income tax treatment of your partners will generally depend on the status of the partners and your activities..

        This discussion is based on the Code, and administrative pronouncements, judicial decisions and final, temporary and proposed U.S. Treasury Regulations all as of the date hereof, changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein (possibly with retroactive effect). This discussion does not take into account proposed changes in such tax laws and does not address any aspect of state, local or non-U.S. taxation, or any U.S. federal taxes other than income taxes (such as estate or gift tax consequences).taxes. Each of the foregoing is subject to




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change, possibly with retroactive effect. You should consult your tax advisors with respect to the application of U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction.

        Because AHPAC public units (each unit consisting of one AHPAC Class A ordinary share and one AHPAC warrant) can be separated into their component parts at the option of the holder, a beneficial owner of an AHPAC public unit should be treated as the owner of the underlying AHPAC securities for U.S. federal income tax purposes. The discussion below with respect to AHPAC securities should also apply to holders of AHPAC public units (as the deemed owner of the underlying AHPAC securities). References in this discussion to "ordinary shares" or "shares" refers to AHPAC Class A ordinary shares and references in this discussion to "common stock" or "stock" refers to ORGO common stock and references to "warrants" refer to AHPAC warrants or ORGO warrants, as the context may require.

        Because ORGO is acquiring Organogenesis in the merger for U.S. federal income tax purposes, there are no adverse tax consequences to the beneficial owners of AHPAC securities and there are no adverse tax consequences to ORGO, in each case, as a result of the merger.

U.S. Holders


        This section applies to you if you are a "U.S. holder." A U.S. holder is a beneficial owner of AHPAC securities or ORGO securities who or that is, for U.S. federal income tax purposes:

•

an individual who is a citizen or resident of the United States;



•

a corporation organized under the laws of the United States, any state thereof or the District of Columbia;



•

an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or



•

a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more "United States persons" (within the meaning of the Code) have the authority to control all substantial decisions of the trust, or (ii) the trust has validly elected to be treated as a United States person for U.S. federal income tax purposes.

        ALL HOLDERS OF AHPAC SECURITIES SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE BUSINESS COMBINATION (INCLUDING THE DOMESTICATION) TO THEM, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS.

Consequences of the Domestication—F Reorganization.


        The discussion under this heading "Consequences of the Domestication—F Reorganization" constitutes the opinion of Weil, Gotshal & Manges LLP, counsel to AHPAC ("Weil"), as to the material U.S. federal income tax consequences of the domestication to U.S. holders of AHPAC securities.AHPAC. In the opinion of Weil, although no authority directly addressing the tax consequences of the domestication exists, the domestication should qualify as a "reorganization" within the meaning of Section 368(a)(1)(F) of the Code (an "F Reorganization"). Pursuant to the domestication, AHPAC will change its jurisdiction of incorporation from the Cayman Islands to Delaware, and, after the domestication will change its name to Organogenesis Holdings Inc.ORGO. Because the domestication should qualify as an F Reorganization, U.S. holdersAHPAC generally should not recognize taxable gain or loss on the domestication for U.S. federal income tax purposes, except as provided below under the caption headings "—Effects of Section 367"and "—Passive Foreign Investment Company Rules", and the domestication should be treated for U.S. federal income tax purposes as if AHPAC (i) transferred all of




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its assets and liabilities to ORGO in exchange for all of the outstanding common stock and warrants of ORGO; and (ii) then distributed the common stock and warrants of ORGO to the shareholders and warrant holders of AHPAC in liquidation of AHPAC.purposes. The taxable year of AHPAC will be deemed to end on the date of the domestication. Assuming the domestication qualifies as an F Reorganization: (i) the tax basis of a share of ORGO common stock or an ORGO warrant received by a U.S. holder in the domestication will equal the U.S. holder's adjusted tax basis in the AHPAC ordinary share or warrant, as the case may be, surrendered in exchange therefor, increased by any amount included in the income of such U.S. holder as a result of Section 367 of the Code (as discussed below) and (ii) the holding period for a share of ORGO common stock or an ORGO warrant received by a U.S. holder will include such U.S. holder's holding period for the AHPAC ordinary share or warrant surrendered in exchange therefor.

        If the domestication fails to qualify as an F Reorganization, a U.S. holder generally would recognize gain or loss with respect to his AHPAC securities in an amount equal to the difference between the fair market value of ORGO securities received in the domestication and the U.S. holder's adjusted tax basis in his AHPAC securities surrendered in the domestication. In such event, such U.S. holder's basis in ORGO securities would be equal to their fair market value on the date of the domestication, and such U.S. holder's holding period for ORGO securities would begin on the day following the date of the domestication.

        Because the domestication will occur prior to the redemption of U.S. holders that exercise redemption rights, U.S. holders exercising such redemption rights will be subject to the potential tax consequences of the domestication.

All U.S. holders considering exercising redemption rights should consult their tax advisors with respect to the potential tax consequences of the domestication and an exercise of redemption rights to them.

Effect of Section 367


        Section 367 of the Code applies to certain nonrecognition transactions involving foreign corporations, including a domestication of a foreign corporation in an F Reorganization. Section 367 of the Code imposes income tax on certain U.S. persons in connection with transactions that would otherwise be tax-free. Section 367(b) of the Code generally will apply to U.S. holders that exchange AHPAC ordinary shares (but not warrants) for ORGO common stock as part of the domestication.

U.S. Holders That Own Less Than 10 Percent of AHPAC


        A U.S. holder who, at the time of the domestication, beneficially owns (actually or constructively) AHPAC ordinary shares with a fair market value of $50,000 or more but less than ten percent (10%) of the total combined voting power of all classes of AHPAC ordinary shares entitled to vote and less than 10% of the total value of all classes of AHPAC ordinary shares must either recognize gain with respect to the domestication or, in the alternative, may elect to recognize the "all earnings and profits" amount attributable to such holder as described below.

        Unless a U.S. holder makes the "all earnings and profits" election as described below, such holder generally must recognize gain (but not loss) with respect to its AHPAC ordinary shares exchanged for ORGO common stock pursuant to the domestication. Any such gain would be equal to the excess of the fair market value of such ORGO common stock received over the U.S. holder's adjusted tax basis in the AHPAC ordinary shares deemed to be surrendered in exchange therefor. Subject to the PFIC rules discussed below, such gain would be capital gain, and should be long-term capital gain if the U.S. holder held the AHPAC ordinary shares for longer than one year.




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        In lieu of recognizing any gain as described in the preceding paragraph, a U.S. holder may elect to include in income the all earnings and profits amount attributable to its AHPAC ordinary shares. There are, however, strict conditions for making this election. This election must comply with applicable Treasury regulations and generally must include, among other things:

•

a statement that the domestication is a Section 367(b) exchange;



•

a complete description of the domestication;



•

a description of any stock, securities or other consideration transferred or received in the domestication;



•

a statement describing the amounts required to be taken into account for U.S. federal income tax purposes as income or as an adjustment to basis, earnings and profits or other tax attributes;



•

a statement that the U.S. holder is making the election that includes (A) a copy of the information that the U.S. holder received from AHPAC (or ORGO) establishing and substantiating the U.S. holder's all earnings and profits amount with respect to the U.S. holder's AHPAC ordinary shares, and (B) a representation that the U.S. holder has notified AHPAC (or ORGO) that the U.S. holder is making the election; and



•

certain other information required to be furnished with the U.S. holder's tax return or otherwise furnished pursuant to the Code or the Treasury Regulations.

        The election must be attached by the U.S. holder to its timely filed U.S. federal income tax return for the year of the domestication, and the U.S. holder must send notice of making the election to ORGO no later than the date such tax return is filed. In connection with this election, AHPAC intends to provide each U.S. holder eligible to make such an election with information regarding AHPAC's earnings and profits upon request.

U.S. HOLDERS ARE STRONGLY URGED TO CONSULT A TAX ADVISOR REGARDING THE CONSEQUENCES OF MAKING AN ALL EARNINGS AND PROFITS ELECTION AND THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO SUCH AN ELECTION.

U.S. Holders that Own AHPAC Securities with a Fair Market Value of Less Than $50,000


        A U.S. holder who, at the time of the domestication, owns (or is considered to own) AHPAC ordinary shares with a fair market value of less than $50,000 should not be required to recognize any gain or loss under Section 367(b) of the Code in connection with the domestication, and generally should not be required to include any part of the all earnings and profits amount in income.

        The opinion described above under the heading "—F Reorganization" is based on customary assumptions and representations from AHPAC and ORGO. If any of the assumptions or representations is incorrect, incomplete or inaccurate, the validity of the opinion described above may be affected and the tax consequences of the domestication could differ from those described above. Further, an opinion of counsel represents counsel's best legal judgment but is not binding on the IRS or any court, so there can be no certainty that the Internal Revenue Service ("IRS") will not challenge the conclusion reflected above or that a court would not sustain such a challenge. AHPAC does not intend to obtain a ruling from the IRS regarding the qualification of the domestication as an F Reorganization.

        U.S. holders should consult their tax advisors regarding the potential tax consequences to them if the domestication were to fail to qualify as an F Reorganization.




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RedemptionConsequences of AHPAC Class A Ordinary Sharesthe Merger


        In the event that a U.S. holder's AHPAC Class A ordinary shares (which become ORGO common stock in the domestication) are redeemed pursuant        Pursuant to the redemption provisions described in this proxy statement,merger, AHPAC Merger Sub will merge with and into Organogenesis with Organogenesis surviving the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifiesmerger as a salewholly owned direct subsidiary of ORGO common stock under Section 302 ofORGO. Because the Code. If the redemption qualifies as a sale of ORGO common stock, the U.S. holder will be treated in the same manner as described under "—U.S. Holders—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of ORGO Stock and Warrants" below. If the redemption does not qualify as a sale of ORGO common stock, the U.S. holder willmerger should be treated as receiving a corporate distribution with similaran acquisition of the outstanding stock of Organogenesis by ORGO, there are no adverse tax consequences to those described below under "—U.S. Holders—Taxation of Distributions." Whether a redemption qualifies for sale treatment will depend largely on the total number of ORGO common stock treated as held by the U.S. holder (including any stock constructively owned by the U.S. holder as a result of owning warrants) relative to all of the ORGO common stock outstanding both before and after the redemption (for this purpose, the stock outstanding after the redemption should include stock issued pursuant to the merger). The redemption of ORGO common stock generally will be treated as a sale of ORGO common stock (rather than as a corporate distribution) if the redemption (i) is "substantially disproportionate" with respect to the U.S. holder, (ii) results in a "complete termination" of the U.S. holder's interest in ORGO or (iii) is "not essentially equivalent to a dividend" with respect to the U.S. holder. These tests are explained more fully below.

        In determining whether any of the foregoing tests is satisfied, a U.S. holder takes into account not only stock actually owned by the U.S. holder, but also ORGO common stock that is constructively owned by it. A U.S. holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. holder has an interest or that have an interest in such U.S. holder, as well as any stock the U.S. holder has a right to acquire by exercise of an option, which would generally include ORGO common stock that could be acquired pursuant to the exercise of the warrants.

        In order to meet the substantially disproportionate test, the percentage of the ORGO outstanding voting shares actually and constructively owned by the U.S. holder immediately following the redemption of ORGO common stock must, among other requirements, be less than 80% of the percentage of the ORGO outstanding voting shares actually and constructively owned by the U.S. holder immediately before the redemption. Prior to the business combination, the AHPAC/ORGO common stock may not be considered voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of a U.S. holder's interest if either (i) all of ORGO common stock actually and constructively owned by the U.S. holder are redeemed or (ii) all of ORGO common stock actually owned by the U.S. holder are redeemed and the U.S. holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. holder does not constructively own any other ORGO stock. The redemption of ORGO common stock will not be essentially equivalent to a dividend if a U.S. holder's redemption results in a "meaningful reduction" of the U.S. holder's proportionate interest in ORGO. Whether the redemption will result in a meaningful reduction in a U.S. holder's proportionate interest in ORGO will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a "meaningful reduction." A U.S. holder should consult with its tax advisors as to the tax consequences of a redemption.

        If none of the foregoing tests is satisfied, then the redemption will be treated as a corporate distribution from ORGO. Such distribution will generally be treated as a dividend for U.S. federal income tax purposes to the extent the distribution is paid out of ORGO's current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions in excess of




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any such earnings and profits will generally be applied against and reduce the U.S. holder's basis (but not below zero) in its other ORGO common stock and, to the extent in excess of such basis, will be treated as capital gain from the sale or exchange of ORGO stock. While not free from doubt, any tax basis of the U.S. holder in the redeemed ORGO common stock should be added to the U.S. holder's adjusted tax basis in its remaining stock, or, if it has none, to the U.S. holder's adjusted tax basis in its warrants or possibly in other stock constructively owned by it.

        U.S. holders who actually or constructively own at least five percent (5%) (or, if ORGO common stock is not then publicly traded, at least one percent (1%)) or more of ORGO common stock may be subject to special reporting requirements with respect to a redemption of ORGO common stock, and such holders should consult with their tax advisors with respect to their reporting requirements.

Passive Foreign Investment Company Rules


        General.    A foreign corporation generally will be a passive foreign investment company ("PFIC") for U.S. federal income tax purposes with respect to a taxable year of the foreign corporation if at least 75% of its gross income in such taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income. Alternatively, a foreign corporation will be a PFIC with respect to a taxable year of the foreign corporation if at least 50% of its assets in such taxable year, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

        AHPAC believes that AHPAC met the PFIC asset test for 2016 and the asset and income tests for 2017 and will meet such tests for the current taxable year that will end on the date of the domestication. Consequently, AHPAC will be a PFIC at least for 2016, 2017 and the current taxable year that will end on the date of the domestication.

        Consequences if a PFIC.    If AHPAC is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder of AHPAC's ordinary shares or warrants and, in the case of ordinary shares, the U.S. holder did not make either a timely qualified electing fund ("QEF") election for AHPAC's first taxable year as a PFIC in which the U.S. holder held (or was deemed to hold) such ordinary shares, or did not make a timely mark-to-market election as discussed below, then as described below, such holder generally will be subject to special rules with respect to: (i) any gain recognized by the U.S. holder on the sale or other disposition of its AHPAC ordinary shares or warrants; and (ii) any "excess distribution" made to the U.S. holder (generally, any distributions to such U.S. holder during a taxable year of the U.S. holder that are greater than 125% of the average annual distributions received by such U.S. holder in respect of the ordinary shares during the three preceding taxable years of such U.S. holder or, if shorter, such U.S. holder's holding period for the AHPAC ordinary shares).

        Under these rules:

•

the U.S. holder's gain or excess distribution will be allocated ratably over the U.S. holder's holding period for the AHPAC ordinary shares or warrants;



•

the amount allocated to the U.S. holder's taxable year in which the U.S. holder recognized gain or received the excess distribution, or to the period in the U.S. holder's holding period before the first day of the first taxable year in which AHPAC is a PFIC, will be taxed as ordinary income;




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•

the amount allocated to other taxable years (or portions thereof) of the U.S. holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. holder; and



•

the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. holder.

        QEF Election.    In general, if AHPAC is determined to be a PFIC, a U.S. holder may avoid the PFIC tax consequences described above in respect to its AHPAC ordinary shares by making a timely QEF election to include in income its pro rata share of AHPAC's net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis,Organogenesis, in each case, whether or not distributed, in each taxable year of the U.S. holder in which or with which AHPAC's taxable year ends. However, in order to comply with the requirements of a QEF election, a U.S. holder must receive a PFIC annual information statement from AHPAC. AHPAC did not provide a PFIC annual information statement for 2016 or 2017. AHPAC will endeavor to provide to a U.S. holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. holder to make and maintain a QEF election, but there can be no assurance that we will timely provide such required information.

        A U.S. holder may not make a QEF election with respect to its AHPAC warrants. As a result, if a U.S. holder of AHPAC warrants sells or otherwise disposes of such warrants, any gain recognized will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if AHPAC was a PFIC at any time during the period the U.S. holder held the AHPAC warrants.

        Mark-to-Market Election.    Alternatively, if a U.S. holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the U.S. holder may make a mark-to-market election with respect to such shares for such taxable year. If the U.S. holder makes a valid mark-to-market election for the first taxable year of the U.S. holder in which the U.S. holder holds (or is deemed to hold) AHPAC ordinary shares and for which AHPAC is determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect of its ordinary shares. Instead, in general, the U.S. holder will include as ordinary income each year the excess, if any, of the fair market value of its ordinary shares at the end of its taxable year over the adjusted basis in its ordinary shares. The U.S. holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its ordinary shares over the fair market value of its ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. holder's basis in its AHPAC ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the AHPAC ordinary shares will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect to warrants.

        The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including NASDAQ Capital Market (on which AHPAC ordinary shares have been listed), or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. U.S. holders should consult their tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our ordinary shares under their particular circumstances.

        Effect of PFIC Rules on the domestication.    Even if the domestication qualifies as an F Reorganization, Section 1291(f) of the Code requires that, to the extent provided in regulations, a U.S. person that disposes of stock of a PFIC (including rights to acquire stock of a PFIC) must recognize gain notwithstanding any other provision of the Code. No final Treasury regulations are currently in




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effect under Section 1291(f) of the Code. Proposed Treasury regulations under Section 1291(f), or the "Proposed Regulations", were promulgated in 1992, with a retroactive effective date once they become finalized. If finalized in their current form, those regulations may require taxable gain recognition by a U.S. holder subject to the PFIC rules with respect to its exchange of AHPAC securities for ORGO securities in the domestication if AHPAC were classified as a PFIC at any time during such U.S. holder's holding period in AHPAC securities. Any such gain would be treated as an "excess distribution" made in the year of the domestication and subject to the special tax and interest charge rules discussed above. In addition, the regulations would provide coordinating rules with Section 367(b) of the Code, whereby, if the gain recognition rule of the Proposed Regulations applied to a disposition of PFIC stock that results from a transfer with respect to which Section 367(b) requires the shareholder to recognize gain or include an amount in income as a distribution under Section 301 of the Code, the gain realized on the transfer is taxable as an excess distribution under Section 1291 of the Code, and the excess, if any, of the amount to be included in income under Section 367(b) over the gain realized under Section 1291 is taxable as provided under Section 367(b). See the discussion above under the section entitled"—Effect of Section 367". The Proposed Regulations should not apply to an Electing Shareholder with respect to its AHPAC ordinary shares for which a timely QEF election is made. An Electing Shareholder may, however, be subject to the rules discussed above under the section entitled"—Effect of Section 367". In addition, as discussed above, since a QEF election cannot be made with respect to AHPAC warrants, if the Proposed Regulations applied, they would likely cause gain recognition under the PFIC rules on the exchange of AHPAC warrants for ORGO warrants pursuant to the domestication.

        It is difficult to predict whether, in what form and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. The rules dealing with PFIC and with the QEF election and purging election (or a mark-to-market election) are very complex and are affected by various factors in addition to those described above. Accordingly, a U.S. holder of AHPAC securities should consult its tax advisors concerning the application of the PFIC rules to such securities under such holder's particular circumstances.

        Reporting.    A U.S. holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. holder, may have to file an IRS Form 8621 (whether or not a QEF or market-to-market election is made) and such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS and may result in significant penalties.

        The rules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. holders of the AHPAC or ORGO securities should consult their tax advisors concerning the application of the PFIC rules to such securities under their particular circumstances.

Taxation of Distributions on ORGO common stock


        A U.S. holder generally will be required to include in gross income the amount of any cash dividend paid on ORGO common stock. A cash distribution on such stock generally will be treated as a dividend for U.S. federal income tax purposes to the extent the distribution is paid out of ORGO's current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such dividends paid by ORGO will be taxable to a corporate U.S. holder at regular rates but will be eligible (subject to applicable requirements and limitations) for the dividends-received deduction.

        Distributions in excess of such earnings and profits generally will be applied against and reduce the U.S. holder's basis in its stock (but not below zero) and any excess will be treated as gain from the sale or exchange of such stock as described below under "—U.S. Holders—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of ORGO Stock and Warrants."




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        With respect to non-corporate U.S. holders, dividends generally will be taxed at the lower applicable long-term capital gains rate (see "—U.S. Holders—Gain or Loss on Sale, Taxable Exchange or Other Taxable Dispositionof ORGO Stock and Warrants" below), subject to applicable requirements and limitations.

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of ORGO Stock and Warrants


        Upon a sale or other taxable disposition of ORGO common stock or ORGO warrants, a U.S. holder of such securities generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. holder's adjusted tax basis in ORGO common stock or ORGO warrants.

        Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder's holding period for ORGO common stock or ORGO warrants so disposed of exceeds one year. It is unclear, however, whether the redemption rights with respect to the AHPAC Class A ordinary shares described in this proxy statement may suspend the running of the applicable holding period for this purpose. Long-term capital gains recognized by non-corporate U.S. holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

        Generally, the amount of gain or loss recognized by a U.S. holder is an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. holder's adjusted tax basis in its shares or warrants so disposed of.

Exercise or Lapse of a Warrant


        Except as discussed below with respect to the cashless exercise of an ORGO warrant, a U.S. holder generally will not recognize gain or loss upon the acquisition of ORGO common stock on the exercise of a warrant for cash. A U.S. holder's tax basis in a share of ORGO common stock received upon exercise of the warrant generally will be an amount equal to the sum of the U.S. holder's tax basis in the AHPAC warrant (or portion thereof) exchanged therefor and the exercise price. The U.S. holder's holding period for a share of ORGO common stock received upon exercise of an ORGO warrant will begin on the date following the date of exercise of the ORGO warrant and will not include the period during which the U.S. holder held the ORGO warrant. If a warrant is allowed to lapse unexercised, a U.S. holder generally will recognize a capital loss equal to such holder's tax basis in the public warrant.

        The tax consequences of a cashless exercise of a warrant are not clear under current tax law. A cashless exercise may be tax-free, either because the exercise is not a gain realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-free situation, a U.S. holder's basis in the ORGO common stock received would equal the holder's basis in the ORGO warrants exchanged therefor. If the cashless exercise were treated as not being a gain realization event, a U.S. holder's holding period in ORGO common stock would be treated as commencing on the date following the date of exercise of ORGO warrants. If the cashless exercise were treated as a recapitalization, the holding period of ORGO common stock would include the holding period of ORGO warrants.

        It is also possible that a cashless exercise could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. holder would recognize gain or loss with respect to the portion of the exercised ORGO warrants treated as surrendered (the "surrendered warrants") to pay the exercise price of the portion of the ORGO warrants not surrendered. The U.S. holder would recognize capital gain or loss with respect to the surrendered warrants in an amount generally equal to the difference between (i) the fair market value of ORGO common stock that would have been received with respect to the surrendered warrants in a regular exercise of such surrendered warrants




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and (ii) the sum of the U.S. holder's tax basis in the surrendered warrants and the aggregate cash exercise price of such warrants (if they had been exercised in a regular exercise). In this case, a U.S. holder's tax basis in ORGO common stock received would equal the U.S. holder's tax basis in ORGO warrants deemed exercised plus the exercise price deemed paid. A U.S. holder's holding period for ORGO common stock would commence on the date following the date of exercise of ORGO warrants.

        Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. holders should consult their tax advisors regarding the tax consequences of a cashless exercise.

Possible Constructive Distributions


        The terms of each ORGO warrant provide for an adjustment to the number of ORGO common stock for which the ORGO warrant may be exercised or to the exercise price of ORGO warrant in certain events, as discussed in the section of this proxy statement captioned "Description of Securities—Warrants." An adjustment which has the effect of preventing dilution generally is not taxable. The U.S. holders of the warrants would, however, be treated as receiving a constructive distribution from ORGO if, for example, the adjustment increases the warrant holders' proportionate interest in ORGO's assets or earnings and profits (e.g., through an increase in the number of ORGO common stock that would be obtained upon exercise) as a result of a distribution of cash to the holders of the ORGO common stock which is taxable to the U.S. holders of such stock as described under "Taxation of Distributions" above. Such constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. holders of the warrants received a cash distribution from ORGO equal to the fair market value of such increased interest.

Non-U.S. Holders


        This section applies to you if you are a "Non-U.S. holder." A Non-U.S. holder is a beneficial owner of AHPAC ordinary shares or warrants and ORGO common stock or warrants who or that is, for U.S. federal income tax purposes:

•

a non-resident alien individual;



•

a foreign corporation; or



•

a foreign estate or trust.

Dividends


        Any cash distribution (or a constructive distribution) ORGO makes to a Non-U.S. holder of ORGO securities, to the extent paid out of ORGO's current or accumulated earnings and profits (as determined under U.S. federal income tax principles), generally will constitute a dividend for U.S. federal income tax purposes. Any such dividends paid or deemed paid to a Non-U.S. holder in respect of ORGO common stock (or warrants) that is not effectively connected with the Non-U.S. holder's conduct of a trade or business within the United States, as described below, generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividend, unless such Non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). In satisfying the foregoing withholding obligation with respect to a distribution, the applicable withholding agent may withhold up to 30% of either (i) the gross amount of the entire distribution, even if the amount of the distribution is greater than the amount constituting a dividend, as described above, or (ii) the amount of the distribution ORGO projects will be a dividend, based upon a reasonable estimate of both its current and accumulated




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earnings and profits for the taxable year in which the distribution is made. If U.S. federal income tax is withheld on the amount of a distribution in excess of the amount constituting a dividend, the Non-U.S. holder may obtain a refund of all or a portion of the excess amount withheld by timely filing a claim for refund with the IRS. Any such distribution not constituting a dividend generally will be treated, for U.S. federal income tax purposes, first as reducing the Non-U.S. holder's adjusted tax basis in such securities (but not below zero) and, to the extent such distribution exceeds the Non-U.S. holder's adjusted tax basis, as gain from the sale or other taxable disposition of such securities, which will be treated as described under "—Gain on Sale, Taxable Exchange or Other Taxable Disposition of ORGO Stock and Warrants" below.

        Dividends (including constructive dividends) ORGO pays to a Non-U.S. holder that are effectively connected with such Non-U.S. holder's conduct of a trade or business within the United States generally will not be subject to the foregoing U.S. federal withholding tax, provided such Non-U.S. holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, unless an applicable income tax treaty provides otherwise, such dividends generally will be subject to U.S. federal income tax, net of certain deductions, at the same regular U.S. federal income tax rates applicable to a comparable U.S. holder. In addition, if the Non-U.S. holder is a corporation, such holder's effectively connected earnings and profits (subject to adjustments) may be subject to a U.S. federal "branch profits tax" at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

Gain on Sale, Taxable Exchange or Other Taxable Disposition of ORGO Stock and Warrants


        A Non-U.S. holder generally will not be subject to U.S. federal income tax in respect of gain recognized on a sale, exchange or other disposition of ORGO common stock or warrants unless:

•

the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder within the United States ;



•

the Non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or



•

ORGO is or has been a "United States real property holding corporation" ("USRPHC") for U.S. federal income tax purposes at any time during the shorter of the five year period ending on the date of disposition or the Non-U.S. holder's holding period for such securities disposed of, and, generally, in the case where ORGO securities are regularly traded on an established securities market, the Non-U.S. holder has owned, actually or constructively, more than five percent (5%) of such securities, as applicable, at any time during the shorter of the five year period ending on the date of disposition or the Non-U.S. holder's holding period for the security disposed of. There can be no assurance that ORGO securities will be treated as regularly traded on an established securities market for this purpose.

        Unless an applicable tax treaty provides otherwise, any gain described in the first or third bullet points above generally will be subject to U.S. federal income tax, net of certain deductions, at the same regular U.S. federal income tax rates applicable to a comparable U.S. holder and, in addition, a Non-U.S. holder described in the first bullet point that is a foreign corporation will be subject to U.S. federal "branch profits tax" at a 30% rate (or a lower applicable tax treaty rate) on such non-U.S. holder's effectively connected earnings and profits (subject to adjustments). Any gain of a Non-U.S. holder described in the second bullet point above (which may be offset by U.S. source capital losses during the taxable year of the disposition) generally will be subject to a flat 30% U.S. federal income tax rate (or a lower applicable tax treaty rate).




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Information Reporting and Backup Withholding


        Dividend payments with respect to ORGO common stock and proceeds from the sale, exchange or redemption of ORGO common stock or ORGO warrants may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.

        A Non-U.S. holder generally will eliminate the requirement for information reporting (other than with respect to dividends) and backup withholding by providing certification of its non-U.S. status on a duly-executed applicable IRS Form W-8 or by otherwise establishing an exemption.

        Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder's U.S. federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

Foreign Account Tax Compliance Act


        Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred as the "Foreign Account Tax Compliance Act" or "FATCA") generally impose withholding at a rate of 30% in certain circumstances on dividends in respect of, and, after December 31, 2018, gross proceeds from the sale or other disposition of, securities (including AHPAC ordinary shares or warrants and ORGO common stock or warrants) which are held by or through certain foreign financial institutions (including investment funds), as a beneficial owner or as an intermediary, unless any such institution (i) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (ii) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which AHPAC ordinary shares or warrants or ORGO common stock or warrants are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of, and, after December 31, 2018, gross proceeds from the sale or other disposition of, AHPAC ordinary shares or warrants or ORGO common stock or warrants held by an investor that is a non-financial non-U.S. entity (as a beneficial owner or as an intermediary) that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (i) certifies to the applicable withholding agent that such entity does not have any"substantial United States owners" or (ii) provides certain information regarding the entity's"substantial United States owners", which will in turn be provided to the U.S. Department of Treasury. All holders should consult their tax advisors regarding the possible implications of FATCA on their investment in AHPAC ordinary shares or warrants or ORGO common stock or warrants.merger.

Material Cayman Islands Tax Considerations


        Prospective investors should consult their professional advisers on the possible tax consequences of buying, holding or selling any Shares under the laws of their country of citizenship, residence or domicile.




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Cayman Islands Taxation


        The following is a discussion on certain Cayman Islands income tax consequences of an investment in shares of a Cayman Islands company which constitutes an opinion from AHPAC's Cayman Islands legal counsel Maples and Calder. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor's particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.

Under Existing Cayman Islands Laws


        Payments of dividends and capital in respect of shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of interest and principal or a dividend or capital to any holder of shares, as the case may be, nor will gains derived from the disposal




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of the Shares be subject to Cayman Islands income or corporation tax. The Cayman Islands currently have no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax.

        No stamp duty is payable in respect to the issue of shares or on an instrument of transfer in respect of a share.

        AHPAC has been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has obtained an undertaking from the Financial Secretary of the Cayman Islands in the following form:

The Tax Concessions Law

(2018 Revision)

Undertaking as to Tax Concessions

        In accordance with Section 6 of the Tax Concessions Law (2018 Revision) the Financial Secretary undertakes with Avista Healthcare Public Acquisition Corp. (the "Company").

(a)

that no Law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and



(b)

in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable:



(i)

on or in respect of the shares, debentures or other obligations of the Company; or



(ii)

by way of the withholding in whole or part, of any relevant payment as defined in Section 6(3) of the Tax Concessions Law (2018 Revision).

        These concessions shall be for a period of TWENTY years from January 12, 2016.




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ORGANOGENESIS SOLICITATION OF WRITTEN CONSENTSSPECIAL MEETING


This sectionjoint proxy statement/prospectus is being provided to Organogenesis' stockholders as part of a solicitation of proxies by the Organogenesis Board for use at the special meeting of Organogenesis' stockholders to be held on [    ·    ] 2018, and at any adjournment or postponement thereof. This joint proxy statement/prospectus contains important information for Organogenesis stockholders regarding the solicitation of written consents to adoptspecial meeting, the Merger Agreement (the "Organogenesis Proposal") by executing and delivering the written consent furnished with this consent solicitation/proxy statement/prospectus.

Organogenesis Stockholder Action by Written Consent


        The Organogenesis board is providing these consent solicitation materials to Organogenesis stockholders. Organogenesis stockholdersproposals on which you are being asked to adopt the Merger Agreement by executingvote and delivering the written consent furnished with thisinformation you may find useful in determining how to vote and voting procedures.

        This joint proxy and consent solicitation statement/prospectus.

prospectus is being first mailed on or about [     Shares Entitled·    ], 2018 to Consent and Consent Required


        Only Organogenesisall stockholders of record of Organogenesis as of [    ·    ], 2018, the record date for the special meeting (the "Organogenesis record date"). Stockholders of record who owned shares of common stock at the close of business on the Organogenesis record date of [    ·    ], 2018 (the "Organogenesis Record Date"), will be notified of and beare entitled to executereceive notice of, attend and deliver a written consent.vote at the special meeting. On the Organogenesis Record Date, the outstanding securities of Organogenesis eligible to consent with respect to the Organogenesis Proposal consisted ofrecord date, there were [    ·    ] shares of common stock outstanding.

Date, Time and Place of Organogenesis common stock. Underspecial meeting


        The special meeting will be held at [    ·    ] Eastern Time on [    ·    ], 2018 at [    ·    ], or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date for the special meeting


        As a stockholder of Organogenesis, certificate of incorporationyou have a right to vote on the matters presented at the special meeting, which are summarized below and fully set forth in this joint proxy statement/prospectus. You will be entitled to vote or direct votes to be cast at the DGCL, each holder ofspecial meeting if you owned Organogenesis common stock isat the close of business on the Organogenesis record date. You are entitled to one vote for each share of Organogenesis common stock that you held of record.

        Adoptionrecord as of the Merger Agreement requires approval byclose of business on the holders of a majority ofOrganogenesis record date. On the outstandingOrganogenesis record date, there were [    ·    ] shares of Organogenesis common stock entitledoutstanding.

Proposals at the special meeting


        At the special meeting, Organogenesis' stockholders will vote on the following proposals:

1.

Proposal No. 1—The Organogenesis Business Combination Proposal—To consider and vote upon a proposal to vote underapprove and adopt the Organogenesis certificate of incorporationMerger Agreement and the DGCL.transactions contemplated thereby, which we refer to as the "Organogenesis Business Combination Proposal"; and



2.

Proposal No. 2—The Organogenesis Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals to be submitted for shareholder approval at the general meeting, which we refer to as the "Organogenesis Adjournment Proposal."

THE ORGANOGENESIS BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH OF THESE PROPOSALS.

Organogenesis Support Agreement; Voting by Organogenesis's Directors and Executive Officers


        On August 17, 2018, the Controlling Entities (other than Starr Wisdom), which collectively own approximately 89% of Organogenesis's outstanding common stock as of the date of the Merger Agreement, entered into the Company Support Agreement with AHPAC, pursuant to which such




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holders have agreed, among other things, to vote in favor of the adoption of the Merger Agreement and the Business Combination (including by written consent), subject to the terms of such Company Support Agreement.

        As of the close of business on the Organogenesis Record Date, Organogenesis's directors and executive officers beneficially owned [    ·    ] shares of Organogenesis common stock, in the aggregate, entitled to provide consents invote at the Organogenesis consent solicitation.special meeting. This represents approximately [    ·    ]% in voting power of the outstanding shares of common stock entitled to provide consents invote at the Organogenesis consent solicitation.special meeting.

InterestsQuorum and Required Vote for Proposals for the Special Meeting


        A quorum of Certain PersonsOrganogenesis stockholders is necessary to hold a valid meeting. The presence, in person or by proxy, of a majority of the issued and outstanding shares of Organogenesis common stock entitled to vote constitutes a quorum at the special meeting. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the special meeting. As of the Organogenesis record date, [    ·    ] shares of Organogenesis common stock would be required to achieve a quorum. The proposals presented at the special meeting require the following votes:

•

Organogenesis Business Combination Proposal:  The Organogenesis Business Combination Proposal requires the approval of a majority of the outstanding shares of Organogenesis common stock entitled to vote under the Organogenesis certificate of incorporation and the DGCL.



•

Organogenesis Adjournment Proposal:  The affirmative vote of the holders of a majority of the stock present in person or represented by proxy at the special meeting is required to adjourn the special meeting.

Recommendation to Organogenesis' Stockholders


        In considering whether to adopt the Merger Agreement by executing and delivering the written consent,The Organogenesis stockholders should be awareBoard believes that aside from their interests as stockholders, the memberseach of the Organogenesis boardBusiness Combination Proposal and the Organogenesis Adjournment Proposal to be presented at the special meeting is in the best interests of Organogenesis and Organogenesis' stockholders and unanimously recommends that its stockholders vote "FOR" each of the proposals.

        When you consider the recommendation of Organogenesis' Board in favor of approval of the Organogenesis Business Combination Proposal, you should keep in mind that Organogenesis' directors and officers have interests in the business combinationsuch proposal that are different from, or in addition to, those of otherOrganogenesis stockholders generally. Organogenesis stockholders should take theseThese interests into account in deciding whether to approveinclude, among other things, the business combination.interests listed below:

        Concurrently with the signing of the Merger Agreement, the Insider Lenders, which include all of the members

•

The fact that each of Organogenesis' board of directors and certainofficers will continue to be directors and officers of their affiliates, executed and delivered to AHPAC the Exchange Agreement whereby such creditors and AHPAC agreed that, concurrently withORGO after the consummation of the business combination, a portioncombination. As such, in the future they will receive any cash fees, stock options, stock awards or other remuneration that the ORGO Board determines to pay to its directors and officers.



•

Upon completion of the Organogenesis Insider Debt will be converted intobusiness combination and the issuance of ORGO common stock in the business combination assuming that ORGO issues 74,307,921 shares of ORGO Class A common stock to former equityholders of Organogenesis pursuant to the merger agreement and AHPAC will make a cash payment to such




Table6,502,679 shares of Contents

creditorsORGO common stock issued in satisfactionconnection with the conversion of the remaining portionInsider Debt, the directors and officers of Organogenesis will collectively beneficially own approximately 70.2% of the obligations under the Organogenesis Insider Debt, including the accrued and unpaid interest and any fees with respect to the Organogenesis Insider Debt. Following the consummationoutstanding stock of the transactions contemplated by the Exchange Agreement, the Organogenesis Insider Debt will be deemed fully paid and satisfied in full and will be discharged and terminated.

ORGO.

        In connection with and prior to the closing of the proposed business combination, Organogenesis or certain of its affiliates may purchase public warrants in the open market.




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        The existence of financial and personal interests of one or more Organogenesis directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for Organogenesis. See the sections entitled "Risk Factors" and "Organogenesis Special Meeting—Recommendation to Organogenesis Stockholders" for a further discussion of this and other risks.

Submission of ConsentsVoting Your Shares


        If you are an Organogenesis stockholder of record, you may vote by mail or in person at the special meeting. Each share of Organogenesis common stock that you hold entitles you to one vote on each of the proposals for the special meeting. Your one or more proxy cards show the number of shares of Organogenesis common stock that you hold.

        Voting by Mail.    You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the special meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the special meeting so that your shares will be voted if you are unable to attend the special meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of common stock will be voted as ofrecommended by the Organogenesis Record Date and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Organogenesis. Once you have completed, dated and signed the written consent, you may deliver it to Organogenesis, by emailing a .pdf copy of your written consent to Lori Freedman, at lfreedman@organo.com or by mailing your written consent to the attention of General Counsel, Organogenesis Inc., 85 Dan Road, Canton, MA 02021.

Board. The Organogenesis board has setBoard recommends voting"FOR" the Organogenesis Business Combination Proposal and"FOR" the Organogenesis Adjournment Proposal. Votes submitted by mail must be received by 5:00 p.m. Eastern Time on [    ·    ], 2018 as2018.

        Voting in Person at the targeted final date for receiptMeeting.    If you attend the special meeting and plan to vote in person, we will provide you with a ballot at the special meeting.

Revoking Your Proxy


        If you give a proxy, you may revoke it at any time before the special meeting or at the special meeting by doing any one of written consents. Organogenesis reserves the rightfollowing:

•

you may send another proxy card with a later date;



•

you may notify Organogenesis' Secretary in writing to extend the final date for receipt of written consents beyond such date. Any such extension may be made without notice to Organogenesis stockholders. Once a sufficient number of consents to adopt the Merger Agreement have been received, the consent solicitation will conclude. As noted in the section entitled "Appraisal Rights" beginning on page [    ·    ], before the deliverygeneral meeting that you have revoked your proxy; or



•

you may attend the special meeting, revoke your proxy, and vote in person, as indicated above.

No Additional Matters


        The special meeting has been called only to consider the approval of the Organogenesis Business Combination Proposal and the Organogenesis Adjournment Proposal. Other than procedural matters incident to the conduct of the special meeting, no other matters may be considered at the special meeting if they are not included in this joint proxy statement/prospectus, which serves as the notice of the special meeting.

Who Can Answer Your Questions About Voting


        If you have any questions about how to vote or direct a signedvote in respect of your Organogenesis common stock, you may call [    ·    ].




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Appraisal Rights


        Organogenesis stockholders will be entitled to dissenters' rights only if they comply with the Delaware law procedures summarized in the section entitled "Appraisal Rights". Any shares of Organogenesis common stock that are issued and dated consent adoptingoutstanding immediately prior to the Merger Agreement, or delivery ofeffective time and that have not approved the merger, and with respect to which a signeddemand for payment and dated consent without indicating a decision on the proposal, will resultappraisal has been properly made in a loss of appraisal rights underaccordance with Section 262 of the DGCL.

        The Organogenesis board has carefully consideredDGCL, will not be converted into the Merger Agreement andright to receive the terms thereof and the transactions contemplated by the Merger Agreement, including the business combination, and has determined that the business combination, the terms thereof and the other transactions contemplated by the Merger Agreement are advisable and fairmerger consideration otherwise payable with respect to and in the best interestssuch shares of Organogenesis common stock, except as set forth below, and its stockholders. Accordingly,instead holders of such shares will be entitled to have the Organogenesis board unanimously recommends that Organogenesis stockholders adoptDelaware Court of Chancery determine the Merger Agreement.fair value of such shares

Executing Consents; Revocation Proxy Solicitation Costs


        Organogenesis is soliciting proxies on behalf of Consents


        You may execute a written consent to adopt the Merger Agreement (whichOrganogenesis Board. This proxy solicitation is equivalent to a vote "FOR" the proposal). Under Delaware law, your consent must bear the date of your signature. If you do not return your written consent, it will have the same effect as a vote "AGAINST" the proposal.

        Your consent to the proposalbeing made by mail, but also may be revoked at any time before the consents of a sufficient number of shares to adopt the Merger Agreement have been delivered to Organogenesis. If you wish to revoke a previously given consent before that time, you may do somade by delivering a notice of revocation to Organogenesis either by mail to the attention of General Counsel, Organogenesis Inc., 85 Dan Road Canton, MA 02021telephone or emailing a .pdf copy of such revocation to freedman@organo.com.

Solicitation of Consents


        Officersin person. Directors, officers and directorsemployees of Organogenesis maywho solicit consents by telephone and personally, in addition to solicitation by mail. These personsproxies will receive their regular salaries but no specialnot be paid any additional compensation for soliciting consents.proxies. [Organogenesis will bear the cost of the solicitation.]




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THE MERGER AGREEMENT AND RELATED AGREEMENTS


The Merger Agreement


        This section of the consent solicitation/joint proxy statement/prospectus describes the material provisions of the Merger Agreement, but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, which is attached asAnnex A hereto. You are urged to read the Merger Agreement in its entirety because it is the primary legal document that governs the business combination. The legal rights and obligations of the parties to the Merger Agreement are governed by the specific language of the Merger Agreement, and not this summary.

        The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The representations, warranties and covenants in the Merger Agreement are also modified in important part by the underlying disclosure schedules, which are referred to as the "Schedules," which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. AHPAC does not believe that the Schedules contain information that is material to an investment decision. Moreover, certain representations and warranties in the Merger Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this consent solicitation/joint proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Merger Agreement or the summaries thereof in this consent solicitation/joint proxy statement/prospectus as characterizations of the actual state of facts about AHPAC or any other matter.

General Description of the Merger Agreement


        On August 17, 2018, AHPAC and Merger Sub entered into the Merger Agreement with Organogenesis, pursuant to which, among other things and subject to the terms and conditions contained in the Merger Agreement, (i) AHPAC will transfer by way of continuation out of the Cayman Islands into the State of Delaware or domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended and the Cayman Islands Companies Law (2018 Revision) and (ii) Merger Sub will merge with and into Organogenesis, the separate corporate existence of Merger Sub will cease and Organogenesis will be the surviving corporation and a direct wholly-owned subsidiary of AHPAC.

        Subject to the terms of the Merger Agreement, holders of Organogenesis common stock immediately prior to the effective time of the merger will be entitled to receive 2.03 fully paid and non-assessable shares of ORGO Class A common stock.

        Subject to the terms of the Merger Agreement and customary adjustments set forth therein, the merger will become effective at the time specified in the certificate of merger (the "effective time"). At the effective time:

(i)

each share of Organogenesis common stock issued and outstanding immediately prior to the effective time (other than shares of Organogenesis common stock held by holders of such shares of Organogenesis common stock who properly exercise appraisal rights with respect thereto in accordance with Section 262 of the DGCL and shares of Organogenesis common stock owned by AHPAC, Merger Sub or any other direct or indirect subsidiary of AHPAC, and shares of Organogenesis common stock owned by Organogenesis, and in each case not held on behalf of third parties (each such share of Organogenesis common stock, an




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"excluded share" and collectively, "excluded shares")), will automatically be cancelled and retired and will cease to exist, and be converted, into the right to receive a number of validly issued, fully paid in and nonassessable shares of AHPAC Common Stock equal to the exchange ratio ("per share merger consideration");

(ii)

each excluded share shall cease to be outstanding, be cancelled without any consideration and shall cease to exist;



(iii)

each warrant to acquire shares of Organogenesis common stock (the "Organogenesis warrants") (other than Organogenesis warrants that expire or are deemed automatically net exercised immediately prior to the effective time according to their terms as of the date of the Merger Agreement as a result of the transactions contemplated by the Merger Agreement) outstanding and unexercised immediately prior to the effective time shall be cancelled, retired and terminated and cease to represent a right to acquire shares of Organogenesis common stock, and each holder thereof shall instead have the right to receive from AHPAC a new warrant for shares of AHPAC Common Stock ("replacement warrant"). Each replacement warrant shall have, and be subject to, substantially the same terms and conditions set forth in the Organogenesis warrants, except that: (i) the number of shares of AHPAC Common Stock which can be purchased with each replacement warrant shall equal a number of shares equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Organogenesis common stock (on an as-converted to Organogenesis common stock basis) that the Organogenesis warrant entitled the holder thereof to acquire immediately prior to the effective time,multiplied by (B) the exchange ratio; and (ii) the exercise price for each replacement warrant shall be equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Organogenesis warrant (in U.S. Dollars),divided by (B) the exchange ratio; and



(iv)

each outstanding option to acquire shares of Organogenesis common stock (the "Organogenesis options") (whether vested or unvested) shall be assumed by ORGO and automatically converted into an option to purchase shares of ORGO Class A Common Stock (each, an "assumed option"). Each assumed option will be subject to the terms and conditions set forth in Organogenesis' 2003 Stock Incentive Plan and the applicable award agreement. Each assumed option shall: (i) have the right to acquire a number of shares of AHPAC Common Stock equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Organogenesis common stock the Organogenesis option entitled the holder thereof to acquire immediately prior to the effective time,multiplied by (B) the exchange ratio; (ii) have an exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Organogenesis option (in U.S. Dollars),divided by (B) the exchange ratio; (iii) be subject to the same vesting schedule as the applicable Organogenesis option; and (iv) be administered by the ORGO Board or a committee thereof.

Consideration to Organogenesis Stockholders in the Business Combination


Holders of Organogenesis common stock


        Subject to the terms and conditions of the Merger Agreement, each share of Organogenesis common stock (including shares of Organogenesis common stock issued to the PIPE Investors in connection with its $46 million investment in Organogenesis upon the execution of the Merger Agreement) will be converted, into the right to receive a number of validly issued, fully paid in and nonassessable shares of AHPAC Common Stock equal to the exchange ratio.




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Holders of Organogenesis Warrants


        Subject to the terms and conditions of the Merger Agreement, each warrant to purchase one share of Organogenesis common stock (other than Organogenesis warrants that expire or are deemed automatically net exercised immediately prior to the effective time according to their terms as of the date of the Merger Agreement as a result of the transactions contemplated by the Merger Agreement) will be converted into the right to receive from AHPAC a new warrant for shares of AHPAC Common Stock ("replacement warrant"). Each replacement warrant shall have, and be subject to, substantially the same terms and conditions set forth in the Organogenesis warrants, except that: (i) the number of shares of AHPAC Common Stock which can be purchased with each replacement warrant shall equal a number of shares equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Organogenesis common stock (on an as-converted to Organogenesis common stock basis) that the Organogenesis warrant entitled the holder thereof to acquire immediately prior to the effective time,multiplied by (B) the exchange ratio; and (ii) the exercise price for each replacement warrant shall be equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Organogenesis warrant (in U.S. Dollars),divided by (B) the exchange ratio.

Holders of Organogenesis Options


        Subject to the terms and conditions of the Merger Agreement, each outstanding Organogenesis Option (whether vested or unvested) shall be assumed by AHPAC and automatically converted into an option to purchase shares of AHPAC Common Stock (each, an "assumed option"). Each assumed option will be subject to the terms and conditions set forth in Organogenesis's 2003 Stock Incentive Plan and the applicable award agreement. Each assumed option shall: (i) have the right to acquire a number of shares of AHPAC Common Stock equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Organogenesis common stock the Organogenesis option entitled the holder thereof to acquire immediately prior to the effective time, multiplied by (B) the exchange ratio; (ii) have an exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Organogenesis option (in U.S. Dollars), divided by (B) the exchange ratio; (iii) be subject to the same vesting schedule as the applicable Organogenesis option; and (iv) be administered by the AHPAC Board or a committee thereof.

Appraisal Rights

        Any shares of Organogenesis common stock that are issued and outstanding immediately prior to the effective time and that have not approved the merger, via written consent, and with respect to which a demand for payment and appraisal has been properly made in accordance with Section 262 of the DGCL, will not be converted into the right to receive the merger consideration otherwise payable with respect to such shares of Organogenesis common stock, except as set forth below, and instead holders of such shares will be entitled to have the Delaware Court of Chancery determine the fair value of such shares.

Material Adverse Effect


        Under the Merger Agreement, certain representations and warranties of Organogenesis are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Merger Agreement, an "Organogenesis Material Adverse Effect" means any change, event, or occurrence, that, individually or when aggregated with other changes, events, or occurrences, (i) has had a materially adverse effect on the business, assets, financial condition or results of operations of Organogenesis and the Organogenesis subsidiaries, taken as a whole or (ii) is reasonably likely to prevent or delay the ability of Organogenesis to consummate the merger;provided, however, with respect to clause (i) only, that no change or effect related to any of the following, alone or in combination, shall be taken into account in




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determining whether an Organogenesis Material Adverse Effect has occurred: (1) acts of war, sabotage,




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civil unrest or terrorism, or any escalation or worsening of any such acts of war, sabotage, civil unrest or terrorism, or changes in global, national, regional, state or local political or social conditions, (2) earthquakes, hurricanes, tornados, pandemics or other natural or man-made disasters, (3) changes attributable to the public announcement or pendency of the merger, (4) changes or proposed changes in applicable legal requirements, regulations or interpretations thereof or decisions by courts or any government entity, (5) changes or proposed changes in U.S. GAAP (or any interpretation thereof), (6) general economic conditions, including changes in the credit, debt, financial, capital or reinsurance markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets), in each case, in the United States or anywhere else in the world, (7) events or conditions generally affecting the industries in which the Organogenesis operates, (8) any failure to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (8) shall not prevent a determination that any change, event, or occurrence underlying such failure has resulted in an Organogenesis Material Adverse Effect; (9) any action taken at the express written request of AHPAC in accordance with such request;provided, however, that if a change or effect related to clauses (4) through (7) disproportionately adversely affects Organogenesis and Organogenesis subsidiaries, taken as a whole, compared to other participants operating in the same industry as Organogenesis and its subsidiaries, then such disproportionate impact may be taken into account in determining whether an Organogenesis Material Adverse Effect has occurred.

Closing and Effective Time of the business combination


        The closing of the transactions contemplated by the Merger Agreement will take no later than the second (2nd) business day after the satisfaction (or waiver in accordance with the Merger Agreement) of the last to occur of the conditions described below under the subsection entitled "Conditions to Closing of the Business Combination" (other than any such conditions which by their nature cannot be satisfied until the Closing Date, which will be required to be so satisfied or (to the extent permitted by applicable Laws and the Merger Agreement) waived on the Closing Date), at the offices of Weil, Gotshal & Manges LLP in New York, New York, unless another date or place is agreed to in writing by the parties.

Conditions to Closing of the Business Combination


Conditions to Each Party's Obligations


        The respective obligations of each of the parties to the Merger Agreement to effect the transactions contemplated by the Merger Agreement are subject to the satisfaction, or written waiver by both AHPAC and Organogenesis, of each of the following conditions:

•

The affirmative vote (in person or by proxy) of the holders of a majority or at least a two-thirds majority (as applicable) of the issued and outstanding ordinary shares entitled to vote thereon in favor of the AHPAC Shareholder Matters;



•

The written consent of Organogenesis stockholders in accordance with Section 228 of the DGCL shall have been obtained;



•

AHPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act);



•

The applicable waiting period under the HSR Act shall have expired or been terminated or such approval shall have otherwise been obtained;






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•

The Registration Statement shall have been declared effective by the SEC, and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC;




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•

The shares of AHPAC Common Stock to be issued in connection with the merger shall be approved for listing on the Nasdaq;



•

All necessary permits and authorizations under state securities or "blue sky" laws, the Securities Act and the Exchange Act relating to the issuance and trading of shares of AHPAC Common Stock to be issued in the domestication and the merger shall have been obtained and shall be in effect; and



•

The equity financing shall have been consummated.




Conditions to AHPAC's Obligations


        The obligations of AHPAC and Merger Sub to effect the transactions contemplated by the Merger Agreement are subject to the satisfaction at or prior to the Closing Date of certain conditions (any or all of which may be waived in writing in whole or in part exclusively by AHPAC), including, among others, (i) Organogenesis must have performed and complied in all material respects with all obligations required to be performed or complied with by Organogenesis under the Merger Agreement at or prior to the Closing Date, (ii) the Company Support Agreements shall have been executed and delivered by stockholders of Organogenesis holding at least a majority of the outstanding shares of Organogenesis common stock, and such Company Support Agreements shall be in full force and effect, (iii) the Debt Consents shall remain in full force and effect, (iv) the Exchange Agreement shall have been consummated, and (v) FIRPTA Certificates shall have been furnished to AHPAC.

Conditions to Organogenesis's Obligations


        The obligations of Organogenesis to effect the transactions contemplated by the Merger Agreement are subject to the satisfaction at or prior to the Closing Date of certain conditions (any or all of which may be waived in writing in whole or in part exclusively by Organogenesis), including, among others, (i) AHPAC and Merger Sub must have performed and complied in all material respects with all obligations required to be performed or complied with under the Merger Agreement at or prior to the Closing Date, (ii) the Parent Support Agreement shall have been delivered by the Sponsor and be in full force and effect, (iii) the Registration Rights Agreement shall have been executed and delivered and be in full force and effect, (iv) AHPAC shall have made all appropriate arrangements to have the trust account disbursed to the Company, and (v) the required persons have resigned from all of their positions and offices with AHPAC and Merger Sub.

Representations and Warranties


        Under the Merger Agreement, Organogenesis made customary representations and warranties relating to: organization and qualification; subsidiaries; capitalization; authority; no conflict; consents and approvals; compliance with laws; financial statements, no undisclosed liabilities; absence of certain changes or events; litigation; employee benefit plans; labor matters; no restrictions on business activities; title to property; taxes; environmental matters; brokers and third party expenses; intellectual property; material contracts; insurance; interested party transactions; governmental actions/filings; health regulatory matters; privacy and data security and information provided.

        Under the Merger Agreement, AHPAC and Merger Sub made customary representations and warranties relating to: organization and qualification; subsidiaries; capitalization; authority, no violations, consents and approvals; U.S. Securities and Exchange Commission documents; no conflict, required filings and consents; compliance; financial statements; absence of certain changes or events;




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litigation; employee benefit plans; labor matters; no restrictions on business activities; title to property; taxes; environmental matters; intellectual property; AHPAC contracts; insurance; interested party transactions; listing on NASDAQ; trust account; finders and brokers; and information supplied.




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Survival of Representations and Warranties; Indemnification


        The representations and warranties of the parties contained in the Merger Agreement or any instrument delivered pursuant to the Merger Agreement will terminate and be of no further force and effect as of the closing.

Termination


        The Merger Agreement may be terminated and the business combination may be abandoned any time prior to the closing, whether before or after shareholder approval of the Merger Agreement, as follows:

•

by mutual written consent of AHPAC and Organogenesis;



•

by either AHPAC or Organogenesis:



•

if the merger is not consummated by October 14, 2018 (provided that such date may be extended to February 15, 2019 if AHPAC receives the approval of its shareholders of the extension);2018; provided, however, that the right to terminate the Merger Agreement shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of the Merger Agreement;



•

if a governmental entity shall have issued an order or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the consummation of the merger, which order, decree, ruling or other action is final and nonappealable;



•

if, at the Special Meeting (including any adjournments thereof), the AHPAC Shareholder Matters are not duly approved and adopted by the requisite majority; or



•

if AHPAC shall have less than $5,000,001 of net tangible assets following the exercise by the holders of AHPAC Common Shares issued in AHPAC's initial public offering of securities and outstanding immediately before the Closing of their rights to convert the AHPAC Common Shares held by them into a pro rata share of the trust account in accordance with AHPAC's existing organizational documents.



•

by Organogenesis:



•

if AHPAC or Merger Sub breach any representation, warranty, covenant or agreement set forth in the Merger Agreement, or if any representation or warranty of AHPAC or Merger Sub shall have become untrue, in either case which (A) would give rise to the failure of certain conditions and (B) cannot or has not been cured by AHPAC or Merger Sub by the earlier of (i) thirty (30) days after delivery of written notice from Organogenesis and (ii) October 14, 2018 or, if extended, February 15, 2019;2018; provided, that if AHPAC and each of its subsidiaries continues to exercise commercially reasonable efforts to cure such breach (it being understood that Organogenesis may not terminate the Merger Agreement if (x) it shall have materially breached the Merger Agreement and such breach has not been cured, or (y) if such breach by AHPAC or Merger Sub is cured during such thirty (30)-day period).






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•

by AHPAC:



•

if Organogenesis breaches any representation, warranty, covenant or agreement set forth in the Merger Agreement, or if any representation or warranty of Organogenesis shall have become untrue, in either case which (A) would give rise to the failure of certain conditions and (B) cannot or has not been cured by Organogenesis by the earlier of (i) thirty (30) days after delivery of written notice from AHPAC and (ii) October 14, 2018 or, if extended, February 15, 2019;2018; provided, that if Organogenesis and each of its subsidiaries continues to exercise commercially reasonable




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efforts to cure such breach (it being understood that AHPAC may not terminate the Merger Agreement if (x) it shall have materially breached the Merger Agreement and such breach has not been cured, or (y) if such breach by Organogenesis is cured during such thirty (30)-day period);



•

if (i) stockholders of the Organogenesis holding at least a majority of the outstanding shares of Organogenesis common stock do not enter into Support Agreements within twenty four (24) hours following the date of the Merger Agreement, or (ii) the Organogenesis Stockholder Approval shall not have been obtained by the twenty fifth (25th) Business Day following the effectiveness of the Registration Statement (provided that the Registration Statement continues to be effective throughout such twenty five (25) Business Day period).

        Any termination of the Merger Agreement will be effective immediately upon the delivery of written notice by the terminating party to the other parties thereto. In the event of termination, the Merger Agreement shall be of no further force or effect and the merger shall be abandoned, except provisions relating to the following: confidentiality agreements and access to information, Organogenesis's waiver of claims against the trust account, termination, fees and expenses, and general provisions shall survive the termination of the Merger Agreement, and (ii) nothing in the Merger Agreement shall relieve any party from liability for any breach of the Merger Agreement, including a breach by a party electing to terminate the Merger Agreement caused by an action or failure to act of such party which action or failure to act constituted the principal cause of, or resulting in the failure of, the merger to occur on or before October 14, 2018 or, if extended, February 15, 2019.2018.

Amendments


        The Merger Agreement may be amended by the parties thereto at any time by execution of an instrument in writing signed on behalf of each of the parties.

Related Agreements


        This section describes certain additional agreements to be entered into pursuant to the Merger Agreement, which we refer to as the "related agreements," but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the related agreements. A form of the Company Support Agreement is attached hereto as Annex B, a form of the Parent Support Agreement is attached hereto as Annex C, a form of the Trust Termination Letter is attached hereto as Annex D, a form of the Amended and Restated Registration Rights Agreement is attached hereto as Annex E, a form of the Exchange Agreement is attached hereto as Annex F, a form of the Subscription Agreement is attached hereto as Annex G, the Parent Sponsor Letter Agreement is attached hereto as Annex H, a form of the Stockholders Agreement is attached hereto as Annex I and the Controlling Stockholders Agreement is attached hereto as Annex O. Shareholders and other interested parties are urged to read such related agreements in their entirety prior to voting on the proposals presented at the general meeting.




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Company Support Agreement


        Shortly after the execution and delivery of the Merger Agreement, Organogenesis Stockholders holding approximately 89% of the outstanding shares of common stock of Organogenesis executed and delivered to AHPAC a Company Support Agreement, which is attached hereto asAnnex B. Pursuant to the terms of the Company Support Agreement, certain Organogenesis Stockholders agreed, amongst other things, that they would support the transactions contemplated by the Merger Agreement. Additionally, the Organogenesis Stockholders who executed and delivered the Company Support Agreement agreed to waive any appraisal rights in connection with the transactions contemplated by the Merger Agreement, and to refrain from making any claims (a) challenging the validity of, or




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seeking to enjoin the operation of, any provision of the Merger Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation or negotiation of, or entry into, the Merger Agreement.

Parent Support Agreement


        Shortly after the execution and delivery of the Merger Agreement, the Sponsor executed and delivered to Organogenesis a Parent Support Agreement, which is attached hereto asAnnex C, with ORGO. Pursuant to the terms of the Parent Support Agreement, sponsor agreed that it would support the transactions contemplated by the Merger Agreement, including agreeing that at any meeting of the shareholders of AHPAC, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding AHPAC ordinary shares to adopt the Merger Agreement or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the merger or the other transactions contemplated by the Merger Agreement is sought, to vote (or cause to be voted) all AHPAC ordinary shares owned by sponsor in favor of the foregoing. Sponsor additionally agreed not to transfer or otherwise dispose of the AHPAC ordinary shares held by it, and to refrain from making claims (a) challenging the validity of, or seeking to enjoin the operation of, any provision of the Merger Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation or negotiation of, or entry into, the Merger Agreement.

Trust Termination Letter


        Pursuant to the closing of the business combination, AHPAC will deliver to Continental a Trust Termination Letter, substantially in the form attached hereto asAnnex D. The Trust Termination Letter is intended to be delivered by AHPAC to the trustee several days prior to the closing of the business combination, and will (i) provide notice to the trustee that AHPAC intends to consummate its initial business combination and (ii) authorize the release of funds held in the trust account upon the consummation of the business combination.

Amended and Restated Registration Rights Agreement


        At the closing of the business combination, AHPAC, the sponsor and the restricted stockholders will enter into the Amended and Restated Registration Rights Agreement in respect of the shares of ORGO common stock, ORGO warrants and shares of ORGO common stock issued with respect to ORGO warrants (the "ORGO restricted securities") issued to the restricted stockholders in connection with the business combination. The restricted stockholders and their permitted transferees will be entitled to certain registration rights described in the Amended and Restated Registration Rights Agreement, including, among other things, customary registration rights, including demand and piggy-back rights, subject to cut-back provisions. ORGO will bear the expenses incurred in connection with the filing of any such registration statements, other than certain underwriting discounts, selling commissions and expenses related to the sale of shares.

Exchange Agreement


        Certain creditors of Organogenesis have executed and delivered to AHPAC the Exchange Agreement which is attached hereto asAnnex F. Pursuant to the terms of the Exchange Agreement, concurrently with the closing of the business combination, a portion of the Organogenesis Insider Debt will be converted into 6,502,679 shares of ORGO Class A common stock based on a conversion price of $7.035 per share, and AHPAC will make a cash payment to such Insider Lenders in satisfaction of the remaining portion of the obligations under the Organogenesis Insider Debt, including the accrued and unpaid interest and any fees with respect to the Organogenesis Insider Debt. Following such transactions, the Organogenesis Insider Debt will be deemed fully paid and satisfied in full and will be discharged and terminated.




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PIPE Subscription Agreement


        AtConcurrently with the execution of the Merger Agreement, the PIPE Investors and AHPAC entered into athe PIPE Subscription Agreement, which is attached hereto asAnnex G. Pursuant to the terms of the PIPE Subscription Agreement, the PIPE Investors agreed to purchase 9,022,741 shares of ORGO Class A common stock and 4,100,000 warrants to purchase one-half of one share of ORGO Class A common stock, for an aggregate purchase price of $46,000,000, immediately following the domestication through a private placement offered to a limited number of accredited investors (as defined by Rule 501 of Regulation D) pursuant to Section 4(a)(2) of the Securities Act of 1933. We refer to the transactions contemplated by the PIPE Subscription Agreement as the "equity financing". The effective price to the PIPE Investors of the equity financing is approximately $5.10 per share of ORGO Class A common stock.

        Additionally, concurrently with the execution of the Merger Agreement, the PIPE Investors entered into a subscription agreement with Organogenesis (the "Initial Subscription Agreement") pursuant to which they purchased 3,221,050 shares of Organogenesis common stock for an aggregate purchase price of $46 million, or approximately $14.28 per share of Organogenesis common stock. We refer to the transactions contemplated by the Initial Subscription Agreement and the PIPE Subscription Agreement together as the "private placement". The effective price of the private investment to the PIPE Investors is approximately $5.91 per share of ORGO Class A common stock across their aggregate $92 million investment. As a result of the surrender of founder shares by the Class B Holders pursuant to the terms of the Parent Sponsor Letter Agreement, the effective price of the equity financing to ORGO is approximately $7.035 per share of ORGO Class A common stock. The warrants surrendered by the Class B Holders do not impact these calculations, as no purchase price was allocable to the warrants in light of the exercise price of the warrants.

Parent Sponsor Letter Agreement


        Concurrently with the execution and delivery of the Merger Agreement, the Class B Holders entered into the Parent Sponsor Letter Agreement with AHPAC, which is attached hereto asAnnex H. Pursuant to the terms of the Parent Sponsor Letter Agreement, in connection with the transactions contemplated by the Merger Agreement, the holders of AHPAC Class B ordinary shares agreed to surrender to AHPAC an aggregate of 1,937,500 AHPAC Class B ordinary shares at the time of the execution and delivery of the Merger Agreement, and also agreed to surrender an additional 4,421,507 AHPAC Class B ordinary shares and 16,400,000 private placement warrants at the time of the consummation of the business combination. All such AHPAC Class B ordinary shares and private placement warrants have been cancelled, or will be cancelled, as applicable.

Stockholders Agreement


        At the closing of the business combination, ORGO, the PIPE Investors and certain Organogenesis Stockholders will enter into the Stockholders Agreement, substantially in the form attached hereto asAnnex I. Pursuant to the terms of the Stockholders Agreement, following the closing, and at any time that and for so long as the PIPE Investors collectively own at least 7.5% of the outstanding shares of capital stock of ORGO that are then entitled to vote generally in the election of directors, certain rights accrue to the PIPE Investors. Those rights include the right to designate one individual for election to ORGO's board of directors, which individual shall be included as part of ORGO's slate of directors, and the right to have one person designated by the PIPE Investors to attend all meetings of the ORGO board of directors and any committees thereof as an observer, with such observer to receive the materials relevant to such meeting as provided to the directors of ORGO or members of the applicable committee. The terms of the Stockholders Agreement also provide the PIPE Investors certain customary rights to receive information about ORGO, including information necessary to assist the PIPE Investors in preparing its tax returns, customary rights to examine the books and records of




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ORGO and request copies of financial statements and other corporate documents and correspondences.

Controlling Stockholders Agreement


        In connection with the closing of the business combination, ORGO and the Controlling Entities (controlling more than 50% of the voting power for the election of directors) will enter into a




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Controlling Stockholders Agreement providing for nomination rights of the Controlling Entities with respect to four directors of ORGO and qualifying ORGO as a "controlled company" under the Nasdaq listing rules, substantially in the form attached hereto asAnnex O. The Controlling Stockholders Agreement will, among other things, provide the Controlling Entities with the right to nominate an aggregate of four directors to the ORGO board of directors, with two directors to be designated by Alan A. Ades, one director to be designated by Albert Erani and one director to be designated by Glenn H. Nussdorf. The nomination rights shall exist for so long each individual (or, in the case of Albert Erani, collectively with Dennis Erani) beneficially owns at least 7.5% of the outstanding shares of common stock of ORGO. The Controlling Entities will also agree to vote their shares of ORGO common stock in support of such nominees, and will appoint each of Alan A. Ades, Albert Erani and Glenn H. Nussdorf as his or her attorney-in-fact in connection with the matters contemplated by the Controlling Stockholders Agreement.

Financing Arrangements


        In connection with the execution and delivery of the Merger Agreement, Organogenesis obtained signed consents under (A) the Credit Agreement, dated March 21, 2017 (as amended on March 24, 2017, August 10, 2017, November 7, 2017, February 9, 2018, April 5, 2018 and May 23, 2018), among Organogenesis, Prime Merger Sub and Silicon Valley Bank ("SVB") (such consent, the "SVB Consent") and (B) the Master Lease Agreement, dated April 28, 2017, among Organogenesis, Prime Merger Sub and Eastward Fund Management, LLC ("Eastward") (such consent, the "Eastward Consent" and, together with the SVB Consent, each a "Credit Agreement Consent" and collectively the "Credit Agreement Consents"), whereby each of SVB and Eastward, respectively, have consented to the transactions contemplated by the Merger Agreement (in each case subject to the conditions set forth in the applicable Credit Agreement Consent).




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REGULATORY APPROVALS RELATED TO THE BUSINESS COMBINATION


        Neither AHPAC nor Organogenesis is aware of any material regulatory approvals or actions that are required for completion of the business combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Regulatory Matters


        Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission ("FTC"), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice ("Antitrust Division") and the FTC and certain waiting period requirements have been satisfied. The business combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. On [    ·    ],August 31, 2018, AHPAC and Organogenesis filed the required forms under the HSR Act with the Antitrust Division and the FTC and requested early termination. Early termination was granted on September 11, 2018.

        At any time before or after consummation of the business combination, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the business combination. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. AHPAC cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the business combination on antitrust grounds, and, if such a challenge is made, AHPAC cannot assure you as to its result. Neither AHPAC nor Organogenesis is aware of any material regulatory approvals or actions that are required for completion of the business combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.




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SELECTED HISTORICAL FINANCIAL INFORMATION OF AHPAC


        AHPAC is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the business combination.

        AHPAC's balance sheet data as of June 30, 2018 and statement of operations data for the six months ended June 30, 2018 and June 30, 2017 are derived from AHPAC's unaudited financial statements, which are included in the Index to Financial Statements section of this consent solicitation/joint proxy statement/prospectus. AHPAC's balance sheet data as of December 31, 2017 and December 31, 2016 and statement of operations data for the years ended December 31, 2017 and December 31, 2016 are derived from AHPAC's audited financial statements, audited by Marcum LLP, independent registered public accounts, included in the Index to Financial Statements section of this consent solicitation/joint proxy statement/prospectus.

        Selected Historical Financial Information—AHPAC

Income Statement Data:		For the six months ended June 30, 2018			For the six months ended June 30, 2017			For the year ended December 31, 2017			For the year ended December 31, 2016			Period from December 4, 2015 (inception) through December 31, 2015
Revenue		$	—		$	—		$	—		$	—			—
Loss from operations			(2,101,349	)		(440,456	)		(4,591,834	)		(208,698	)		(25,162	)
Interest/dividend income			2,322,684			961,653			2,497,921			—			—
Net income/loss			221,335			521,197			(2,093,913	)		(208,698	)		(25,162	)
Weighted average shares outstanding, basic and diluted			9,738,355			9,249,575			9,334,687			7,919,906			7,500,000
Basic and diluted net loss per share			(0.20	)		(0.04	)		(0.48	)		(0.03	)		(0.00	)

 


Balance Sheet Data:		As of June 30, 2018			As of December 31, 2017			As of December 31, 2016			As of December 31, 2015
Trust account, restricted			314,820,605			312,497,921			310,000,000			—
Total assets			314,981,071			312,792,360			311,435,911			416,271
Total liabilities			16,746,098			14,778,722			11,328,360			416,433
Value of common stock which may be redeemed for cash			293,234,970			293,013,630			295,107,550			—
Stockholders' equity			5,000,003			5,000,008			5,000,001			(162	)




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ORGANOGENESIS SELECTED CONSOLIDATED HISTORICAL FINANCIAL AND OTHER INFORMATION


        You should read the following selected consolidated financial data together with our financial statements and the related notes appearing at the end of this consent solicitation/joint proxy statement/prospectus and "Organogenesis Management's Discussion and Analysis of Financial Condition and Results of Operations" section of this consent solicitation/joint proxy statement/prospectus. We have derived the statement of operations data for the years ended December 31, 2015, 2016 and 2017 and the balance sheet data as of December 31, 2016 and 2017 from our audited financial statements appearing at the end of this consent solicitation/joint proxy statement/prospectus. The statement of operations data for the six months ended June 30, 2017 and 2018 and the balance sheet data as of June 30, 2018 have been derived from our unaudited financial statements appearing at the end of this consent solicitation/joint proxy statement/prospectus and have been prepared on the same basis as our audited financial statements. The information in this section is not intended to replace the audited and unaudited financial statements appearing elsewhere in this consent solicitation/joint proxy statement/prospectus. Our historical results are not necessarily indicative of the results that should be expected in the future, and our results for the six months ended June 30, 2018 are not necessarily indicative of the results that should be expected for the full year ending December 31, 2018, or any other interim periods or any future year or




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periods or any future year or period. Actual future results are likely to be different from the as adjusted amounts presented, and such differences may be significant.

		Year Ended December 31,									Six Months Ended June 30,
		2015			2016			2017			2017			2018
		(in thousands, except share and per share data)
Consolidated Statement of Operations Data:
Net revenue		$	98,975		$	138,732		$	198,508		$	93,908		$	79,081
Cost of goods sold			46,450			48,201			61,220			28,711			31,821
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gross profit			52,525			90,531			137,288			65,197			47,260
Operating expenses:
Selling, general and administrative			68,174			93,029			133,717			61,668			75,900
Research and development			3,882			6,277			9,065			4,005			4,872
Write-off of deferred offering costs			—			—			—			—			3,494
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total operating expenses			72,056			99,306			142,782			65,673			84,266
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Loss from operations			(19,531	)		(8,775	)		(5,494	)		(476	)		(37,006	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Other income (expense), net:
Interest expense			(3,487	)		(5,627	)		(8,139	)		(3,623	)		(5,230	)
Interest income			139			153			129			73			39
Change in fair value of warrants			—			(737	)		(1,037	)		(450	)		(249	)
Other income (expense), net			277			285			(9	)		(57	)		3
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total other expense, net			(3,071	)		(5,926	)		(9,056	)		(4,057	)		(5,437	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net loss before income taxes			(22,602	)		(14,701	)		(14,550	)		(4,533	)		(42,443	)
Income tax benefit (expense)			177			(65	)		7,025			6,839			(55	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income (loss) and comprehensive income (loss)			(22,425	)		(14,766	)		(7,525	)		2,306			(42,498	)
Net income attributable to non-controlling interest in affiliates			1,836			2,221			863			863			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income (loss) attributable to Organogenesis Inc.		$	(24,261	)	$	(16,987	)	$	(8,388	)	$	1,443		$	(42,498	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income (loss) per share attributable to Organogenesis Inc.—basic and diluted		$	(0.78	)	$	(0.55	)	$	(0.28	)	$	0.03		$	(1.32	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Weighted average common shares outstanding—basic			30,966,451			31,131,067			31,466,384			31,364,107			32,190,678
Weighted average common shares outstanding—diluted			30,966,451			31,131,067			31,466,384			33,158,366			32,190,678
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Other Financial Data:
Adjusted EBITDA(1)		$	(19,229	)	$	(3,172	)	$	(25	)	$	1,600		$	(28,772	)

---

(1)

To provide investors with additional information regarding our financial results, we monitor and have presented within this consent solicitation/joint proxy statement/prospectus Adjusted EBITDA, which is a non-GAAP financial measure. This non-GAAP financial measure is not based on any standardized methodology prescribed by U.S. generally accepted accounting principles, or GAAP, and is not necessarily comparable to similarly-titled measures presented by other companies.


We define EBITDA as net income (loss) attributable to Organogenesis Inc. before depreciation and amortization, interest expense and income taxes and we define Adjusted EBITDA as EBITDA, further adjusted for the impact of certain items that we do not consider indicative of our core operating performance. These items include non-cash equity compensation,




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mark to market adjustments on our warrant liabilities, interest rate swaps and our contingent asset and liabilities and a gain




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on settlement of litigation in 2015. We have presented Adjusted EBITDA in this consent solicitation/joint proxy statement/prospectus because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the exclusion of certain items in calculating Adjusted EBITDA can produce a useful measure for period-to-period comparisons of our business.


We use Adjusted EBITDA to evaluate our operating performance and trends and make planning decisions. We believe Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the items that we exclude. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by our management in its financial and operational decision-making.


Our Adjusted EBITDA is not prepared in accordance with GAAP, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss) attributable to Organogenesis Inc., which is the most directly comparable GAAP equivalent. Some of these limitations are:

•

Adjusted EBITDA excludes stock-based compensation expense, as stock-based compensation expense has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy;



•

Adjusted EBITDA excludes depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated may have to be replaced in the future;



•

Adjusted EBITDA excludes net interest expense, or the cash requirements necessary to service interest, which reduces cash available to us;



•

Adjusted EBITDA excludes the impact of the changes in the fair value of our warrant liability, our contingent consideration forfeiture asset, contingent purchase earn-out and the fair value of interest rate swaps;



•

Adjusted EBITDA excludes income tax expense (benefit); and



•

other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.



Because of these limitations, we consider, and you should consider, Adjusted EBITDA together with other operating and financial performance measures presented in accordance with GAAP. The following table presents a reconciliation of




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Adjusted EBITDA to net income (loss) attributable to Organogenesis Inc., the most directly comparable measure calculated in accordance with GAAP, for each of the periods presented.

		Year ended December 31,									Six Months ended June 30,
		2015			2016			2017			2017			2018
		(in thousands)									(in thousands)
Other Financial Data:
Net income (loss) attributable to Organogenesis Inc.		$	(24,261	)	$	(16,987	)	$	(8,388	)	$	1,443		$	(42,498	)
Interest expense, net			3,348			5,474			8,010			3,550			5,191
Income tax expense (benefit)			(177	)		65			(7,025	)		(6,839	)		55
Depreciation			6,063			5,702			3,591			1,762			1,747
Amortization			1,622			1,617			2,037			948			1,834
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
EBITDA			(13,405	)		(4,129	)		(1,775	)		864			(33,671	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Stock-based compensation expense			459			473			919			374			568
Gain on settlement of litigation(1)			(2,988	)		—			—			—			—
Change in contingent consideration forfeiture asset(2)			—			—			(212	)		(94	)		589
Change in contingent purchase earn-out(3)			(3,300	)		—			—			—			—
Change in fair value of interest rate swaps(4)			5			(253	)		6			6			—
Change in fair value of warrant liability(5)			—			737			1,037			450			248
Write-off of deferred offering costs			—			—			—			—			3,494
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted EBITDA		$	(19,229	)	$	(3,172	)	$	(25	)	$	1,600		$	(28,772	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

---

(1)

Amount reflects the settlement received in 2015 in connection with a 2011 lawsuit filed against a former employee, alleging the breach of an Invention, Non-Disclosure and Non-Competition Agreement.



(2)

Amount reflects the change in fair value of the common shares associated with the shares issued in connection with the acquisition of NuTech Medical that are forfeitable by the sole stockholder of NuTech Medical upon the occurrence of the FDA requiring approval of certain products acquired from NuTech Medical.



(3)

Amount reflects the change in fair value of a contingent purchase earn-out in connection with our acquisition of Dermagraft from Shire plc, or Shire.



(4)

Amount reflects the change in fair value of our interest rate swaps that the Real Estate Entities (as defined in "Management's Discussion and Analysis of Financial Conditions and Results of Operations—Overview—Items Affecting Comparability") entered into to manage the economic impact of fluctuations in interest rates. We do not use interest rate swaps for speculative or trading purposes and as such, the fair value of these instruments is recorded as an asset or liability on the consolidated balance sheet with change in the fair value of the instruments recognized as income or expense in the current period as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss.



(5)

In connection with our 2016 Loans, we classified the warrants issued to purchase our common stock to the lenders, who are our affiliates as a liability on our consolidated balance sheet. Amounts in the table reflect the change in fair value of the warrant liability. See "Certain Relationships and Related Transactions—Loans from Controlling Entities—2016 Loans."

		As of June 30, 2018
Consolidated Balance Sheet Data:
Cash		$	1,257
Working capital deficit(1)			(48,554	)
Total assets			137,734
Total liabilities			188,141
Total stockholders' deficit			(57,169	)




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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION


        The following unaudited pro forma financial data is derived from the unaudited pro forma condensed consolidated balance sheet and statement of operations.

        The unaudited pro forma condensed combined financial statements are based on AHPAC's historical consolidated financial statements and Organogenesis' historical consolidated financial statements as adjusted to give effect to the business combination. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2018 and the year ended December 31, 2017 give effect to the business combination and the private investment as if they had occurred on January 1, 2017. The unaudited pro forma condensed combined balance sheet as of June 30, 2018 gives effect to the business combination as if it had occurred on June 30, 2018.

        The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the business combination and the private investment, are factually supportable and, with respect to the pro forma statement of operations, are expected to have a continuing impact on the results of the combined company. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the business combination and the private investment.

        The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. AHPAC and Organogenesis have not had any historical relationship prior to the business combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

        The unaudited pro forma condensed combined financial information has been prepared assuming two redemption scenarios as follows:

•

Assuming No Redemptions:  This scenario assumes that no AHPAC Class A ordinary shares are redeemed; and



•

Assuming Full Redemptions:  This scenario assumes that 31,000,000 AHPAC Class A ordinary shares, or 100% of the outstanding AHPAC Class A ordinary shares, are redeemed, resulting in an aggregate payment of $314.8 million out of the trust account.

        This information should be read together with AHPAC's and Organogenesis' financial statements and related notes, "Unaudited Pro Forma Condensed Combined Financial Information," "Organogenesis




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Management's Discussion and Analysis of Financial Condition and Results of Operations," and other financial information included elsewhere in this consent solicitation/joint proxy statement/prospectus.

		Year Ended December 31, 2017						Six Months Ended June 30, 2018
		Scenario 1 (Assuming No Redemptions)			Scenario 2 (Assuming Full Redemptions)			Scenario 1 (Assuming No Redemptions)			Scenario 2 (Assuming Full Redemptions)				Year Ended December 31, 2017			Six Months Ended June 30, 2018
Statement of Operations data:
Total revenue		$	204,177		$	204,177		$	79,081		$	79,081			$	204,177		$	79,081
Cost of revenues			62,851			62,851			31,821			31,821				62,851			31,821
Operating costs			4,592			4,592			2,101			2,101				4,592			2,101
Selling, general and administrative			138,012			138,012			75,900			75,900				138,012			75,900
Research and development			9,962			9,962			4,872			4,872				9,962			4,872
Write off of deferred offering costs			—			—			3,494			3,494				—			3,494
Loss from operations			(11,240	)		(11,240	)		(39,107	)		(39,107	)			(11,240	)		(39,107	)
Interest expense			(5,383	)		(5,383	)		(3,364	)		(3,364	)			(5,383	)		(3,364	)
Interest/dividend income			111			111			39			39				111			39
Change in fair value of warrants			—			—			(249	)		(249	)			—			(249	)
Other income (expense), net			(1,040	)		(1,040	)		3			3				(1,040	)		3
Net loss before income taxes			(17,552	)		(17,552	)		(42,678	)		(42,678	)			(17,552	)		(42,678	)
Income tax (expense) benefit			7,025			7,025			(55	)		(55	)			7,025			(55	)
Net income (loss)			(10,527	)		(10,527	)		(42,733	)		(42,733	)			(10,527	)		(42,733	)
Balance sheet data (at end of period):
Total assets								$	501,857		$	187,036						$	187,036
Total long term debt, net of current portion									14,375			14,375							14,375
Total liabilities									118,794			118,794							118,794
Shareholders' equity									376,301			61,480							61,480




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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION


Introduction


        AHPAC is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the business combination.

        The following unaudited pro forma condensed combined balance sheet as of June 30, 2018 combines the unaudited historical consolidated balance sheet of Organogenesis as of June 30, 2018 with the unaudited historical condensed consolidated balance sheet of AHPAC as of June 30, 2018, giving effect to the business combination and the private investment as if they had been consummated as of that date.

        The following unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2018 combines the unaudited historical consolidated statement of operations of Organogenesis for the six months ended June 30, 2018 with the unaudited historical condensed consolidated statement of operations of AHPAC for the six months ended June 30, 2018, giving effect to the business combination and the private investment as if they had occurred as of the beginning of the earliest period presented.

        The following unaudited pro forma condensed combined income statement for the year ended December 31, 2017 combines the audited historical statement of operations of Organogenesis for the year ended December 31, 2017 with the audited historical statement of operations of AHPAC for the year ended December 31, 2017, giving effect to the business combination and the private investment as if they had occurred as of the beginning of the earliest period presented. In addition, the unaudited pro forma condensed combined income statement for the year ended December 31, 2017 includes adjustments to give effect to (i) Organogenesis' acquisition of NuTech Medical on March 24, 2017, or the "NuTech Medical Acquisition," and (ii) Organogenesis' deconsolidation of certain entities that were consolidated under the variable interest entity guidance, or the "Deconsolidation," on June 1, 2017. The effects of the NuTech Medical Acquisition and the Deconsolidation have been fully reflected in the consolidated balance sheet and the consolidated statement of operations of Organogenesis as of and for the six months ended June 30, 2018.

        The historical financial information of Organogenesis was derived from the unaudited consolidated financial statements of Organogenesis for the six months ended June 30, 2018 and the audited consolidated financial statements of Organogenesis for the year ended December 31, 2017, included elsewhere in this consent solicitation/joint proxy statement/prospectus. The historical financial information of AHPAC was derived from the unaudited condensed financial statements of AHPAC for the six months ended June 30, 2018 and the audited financial statements of AHPAC for the year ended December 31, 2017, included elsewhere in this consent solicitation/joint proxy statement/prospectus. This information should be read together with Organogenesis' and AHPAC's audited and unaudited financial statements and related notes, the sections titled "Management's Discussion and Analysis of Financial Condition and Results of Operations of Organogenesis," and"Management's Discussion and Analysis of Financial Condition and Results of Operations of AHPAC," and other financial information included elsewhere in this consent solicitation/joint proxy statement/prospectus.

Description of the Transactions


Merger with AHPAC


        As a result of the business combination, AHPAC will acquire Organogenesis. Subject to the terms of the Merger Agreement, holders of Organogenesis common stock immediately prior to the effective time of the merger will be entitled to receive 2.03 fully paid and non-assessable shares of ORGO Class A common stock for each share of Organogenesis common stock held by them.




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The Private Investment


        Concurrently with the signing of the Merger Agreement, AHPAC entered into a subscription with the PIPE Investors for the purchase and sale of 9,022,741 shares of ORGO Class A common stock and 4,100,000 PIPE warrants (the "equity financing"). The PIPE Investors also purchased, concurrently with the execution and delivery of the Merger Agreement, 3,221,050 shares of Organogenesis common stock for an aggregate purchase price of $46 million (such subscription, collectively with the equity financing, the "private investment"). The purpose of the private investment is to fund the business combination and related transactions and for general corporate purposes.

Acquisition of NuTech Medical


        On March 24, 2017, Organogenesis acquired NuTech Medical pursuant to the terms of the Agreement and Plan of Merger between Organogenesis, Prime Merger Sub, LLC, and NuTech Medical (the "Agreement"). The NuTech Medical Acquisition was accounted for as a business combination where Organogenesis was the acquirer and NuTech Medical the acquiree. To prepare the unaudited pro forma condensed combined financial statements, Organogenesis adjusted Nutech Medical's assets and liabilities to their estimated fair values. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017 gives pro forma effect to the acquisition as if it had been completed on January 1, 2017.

Deconsolidation of Real Estate Entities


        Organogenesis has historically consolidated the accounts of Dan Road Associates, LLC, or Dan Road Associates, 85 Dan Road Associates, LLC, or 85 Dan Road Associates, and Canton 65 Dan Road Associates, LLC, or 65 Dan Road Associates, and together the Real Estate Entities, which were its variable interest entities requiring consolidation. The Real Estate Entities are all wholly owned by affiliates of Organogenesis and Organogenesis does not own any equity interest in any of the entities.

        On June 1, 2017, the Real Estate Entities entered into amendments to their respective mortgage notes which resulted in the removal of the requirement that Organogenesis' affiliates provide personal guarantees for the loans. As a result, Organogenesis determined the Real Estate Entities no longer met the definition of a variable interest entity, and accordingly, Organogenesis determined the Real Estate Entities were no longer required to be consolidated under the variable interest entity model. The Real Estate Entities were deconsolidated on June 1, 2017 and accordingly the consolidated balance sheet as of December 31, 2017 excludes all assets and liabilities of the Real Estate Entities. The results of operations for the year ended December 31, 2017 include the operations of the Real Estate Entities through the date of the Deconsolidation.

        The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017 exclude the Real Estate Entities, giving pro forma effect to the Deconsolidation as if it had been completed on January 1, 2017.

Accounting for the Merger


        The business combination with AHPAC will be accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, AHPAC will be treated as the "acquired" company for financial reporting purposes. This determination was primarily based on Organogenesis' equity holders expecting to have a majority of the voting power of the combined company, Organogenesis comprising the ongoing operations of the combined entity, Organogenesis comprising a majority of the governing body of the combined company, and Organogenesis' senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the business combination will be treated as the equivalent of Organogenesis issuing stock for the net assets of AHPAC, accompanied by a recapitalization. The net assets of AHPAC will be stated at historical cost,




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with no goodwill or other intangible assets recorded. Operations prior to the business combination will be those of Organogenesis.

Basis of Pro Forma Presentation


        The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the transactions described above, are factually supportable and are expected to have a continuing impact on the results of the combined company. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the business combination.

        The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. Organogenesis and AHPAC have not had any historical relationship prior to the business combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

        The unaudited pro forma condensed combined financial information related to the merger with AHPAC has been prepared assuming two alternative levels of redemption into cash of AHPAC's common shares:

•

Scenario 1—Assuming no redemption into cash:  This presentation assumes that no AHPAC public shareholders exercise their redemption rights with respect to such shareholder's public shares (which will become shares of ORGO Class A common stock following the domestication) upon consummation of the business combination; and



•

Scenario 2—Assuming full redemption of all outstanding shares held by AHPAC public shareholders into cash:  This presentation assumes that all AHPAC public stockholders exercise their redemption rights with respect to all AHPAC public shares (which willwould become shares of ORGO Class A common stock following the domestication) upon consummation of the business combination. If a public shareholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, AHPAC will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of the business combination, including interest, less income taxes payable, divided by the number of then issued and outstanding public shares. In no event will AHPAC redeem public shares in an amount that would cause its net tangible assets (as determined in accordance with Rule 3a51 1(g)(1) of the Exchange Act) to be less than $5,000,001.

        Included in the shares outstanding as presented in the pro forma condensed combined financial statements are 67,769,189 shares of ORGO Class A common stock to be issued to holders of Organogenesis common stock under each of Scenario 1 and Scenario 2.stock.




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PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF JUNE 30, 2018
(UNAUDITED)
(in thousands)


								Scenario 1 Assuming No Redemptions into Cash								Scenario 2 Assuming Full Redemptions into Cash															Assuming Full Redemptions into Cash
		(A) Organogenesis			(B) AHPAC			Pro Forma Adjustments					Pro Forma Balance Sheet			Pro Forma Adjustments					Pro Forma Balance Sheet				(A) Organogenesis			(B) AHPAC			Pro Forma Adjustments					Pro Forma Balance Sheet
Assets
Current assets:
Cash		$	1,257		$	64		$	314,821		(1)														$	1,257		$	64		$	314,821		(1)
																																46,000		(2)
									46,000		(2)																					46,000		(3)
									46,000		(3)																					(14,000	)	(4)
									(14,000	)	(4)																					(28,698	)	(6)
									(28,698	)	(6)		$	365,444		$	(314,821	)	(7)		$	50,623										(314,821	)	(7)		$	50,623
Restricted cash			53			—			—					53			—					53				53			—			—					53
Accounts receivable, net			23,089			—			—					23,089			—					23,089				23,089			—			—					23,089
Inventory			14,085			—			—					14,085			—					14,085				14,085			—			—					14,085
Prepaid expenses and other current assets			2,755			96			(160	)	(4)			2,691			—					2,691				2,755			96			(160	)	(4)			2,691
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total current assets			41,239			160			363,963					405,362			(314,821	)				90,541				41,239			160			49,142					90,541
Property and equipment, net			41,451			—			—					41,451			—					41,451				41,451			—			—					41,451
Notes receivable from related parties			452			—			—					452			—					452				452			—			—					452
Intangible assets, net			27,925			—			—					27,925			—					27,925
Intangible asets, net																										27,925			—			—					27,925
Goodwill			25,539			—			—					25,539			—					25,539				25,539			—			—					25,539
Deferred tax assets			424			—			—					424			—					424				424			—			—					424
Cash and cash equivalents held in Trust Account			—			314,821			(314,821	)	(1)			—			—					—				—			314,821			(314,821	)	(1)			—
Other assets			704			—			—					704			—					704				704			—			—					704
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total assets		$	137,734		$	314,981		$	49,142				$	501,857		$	(314,821	)			$	187,036			$	137,734		$	314,981		$	(265,679	)			$	187,036
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Liabilities, Redeemable Common Stock and Stockholders' Equity (Deficit)
Current liabilities:
Deferred acquisition consideration		$	5,000		$	—		$	—				$	5,000		$	—				$	5,000			$	5,000		$	—		$	—				$	5,000
Current portion of line of credit			22,445			—					—			22,445			—					22,445				22,445			—			—					22,445
Current portion of notes payable			5,535			—			—					5,535			—					5,535				5,535			—			—					5,535
Current portion of capital lease obligations			1,864			—			—					1,864			—					1,864				1,864			—			—					1,864
Accounts payable			26,751			—			(160	)	(4)			26,591			—					26,591				26,751			—			(160	)	(4)			26,591
Note payable to Sponsor			—			475			(475	)	(4)			—			—					—				—			475			(475	)	(4)			—
Accrued expenses and other current liabilities			28,198			5,421			(5,421	)	(4)			28,198			—					28,198				28,198			5,421			(5,421	)	(4)			28,198
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total current liabilities			89,793			5,896			(6,056	)				89,633			—					89,633				89,793			5,896			(6,056	)				89,633
Notes payable, net of current portion			14,375			—			—					14,375			—					14,375				14,375			—			—					14,375
Long-term debt—affiliates			64,007			—			(41,246	)	(5)															64,007			—			(41,246	)	(5)
									(22,761	)	(6)			—			—					—										(22,761	)	(6)			—
Due to affiliates			4,500			—			(4,500	)	(5)			—			—					—				4,500			—			(4,500	)	(5)			—
Warrant liability			2,487			—			—					2,487			—					2,487				2,487			—			—					2,487
Deferred rent, net of current portion			102			—			—					102			—					102				102			—			—					102
Capital lease obligations, net of current portion			11,321			—			—					11,321			—					11,321				11,321			—			—					11,321
Deferred underwriting commission			—			10,850			(10,850	)	(4)			—			—					—				—			10,850			(10,850	)	(4)			—
Other liabilities			1,556			—			(680	)	(6)			876			—					876				1,556			—			(680	)	(6)			876
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total liabilities			188,141			16,746			(86,093	)				118,794			—					118,794				188,141			16,746			(86,093	)				118,794
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Redeemable common stock			6,762			—			—					6,762			—					6,762				6,762			—			—					6,762
Class A ordinary shares subject to possible redemption			—			293,235			(293,235	)	(7)			—			—					—				—			293,235			(293,235	)	(7)			—
Stockholders' equity (deficit):
Stockholders' deficit:
Common stock			33			—			3		(2)															33			—			3		(2)
									(36	)	(8)			—			—					—										(36	)	(8)			—
Class A common stock			—			—			1		(3)															—			—			1		(3)
									1		(5)
									3		(7)																					1		(5)
									7		(8)			12			(3	)	(7)			9										7		(8)			9
Class B common stock			—			1			—					1			—					1				—			1			—					1
Additional paid-in capital			50,705			7,105			45,997		(2)											—				50,705			7,105			45,997		(2)
									45,999		(3)																					45,999		(3)
									(250	)	(4)																					(250	)	(4)
									45,745		(5)																					45,745		(5)
									(5,257	)	(6)																					(5,257	)	(6)
									293,232		(7)																					(7,105	)	(7)
									(2,077	)	(8)			481,199			(314,818	)	(7)			166,381										(16,558	)	(8)			166,381
Accumulated deficit			(107,907	)		(2,106	)		2,996		(4)						—									(107,907	)		(2,106	)		2,996		(4)
									2,106		(8)			(104,911	)		—					(104,911	)									(14,481	)	(7)
																																16,587		(8)			(104,911	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total stockholders' equity (deficit)			(57,169	)		5,000			428,470					376,301			(314,821	)				61,480				(57,169	)		5,000			113,649					61,480
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total liabilities, redeemable common stock and stockholders' equity (deficit)		$	137,734		$	314,981		$	49,142				$	501,857		$	(314,821	)			$	187,036			$	137,734		$	314,981		$	(265,679	)			$	187,036
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

   

See accompanying notes to unaudited pro forma condensed combined financial information.




Table of Contents


Pro Forma Adjustments to the Unaudited Condensed Combined Balance Sheet
(in thousands, except share and per share amounts)


(A)

Derived from the unaudited consolidated balance sheet of Organogenesis as of June 30, 2018.



(B)

Derived from the unaudited condensed consolidated balance sheet of AHPAC as of June 30, 2018.



(1)

To reflect the release of cash from the cash and cash equivalents held in trust account.



(2)

To reflect the August 17, 2018 cancellation of 1,937,500 AHPAC Class B ordinary shares and the issuance and sale of 3,221,050 shares of Organogenesis common stock to the PIPE Investors pursuant to a subscription agreement for an aggregate purchase price of $46,000.



(3)

To reflect the cancellation of 4,421,507 AHPAC Class B ordinary shares and the issuance and sale of 9,022,741 shares of ORGO Class A common stock to the PIPE Investors pursuant to a subscription agreement for an aggregate purchase price of $46,000, concurrent with the completion of the business combination.



(4)

To reflect the payment of estimated legal, deferred underwriting financial advisory and other professional fees related to the business combination; assumes that $250 of those fees are related to the capital raised and therefore has been recorded as an offset to equity.



(5)

To record the issuance of 6,502,679 shares of ORGO Class A common stock at a per share price of $7.035 upon conversion of $45,746 of aggregate outstanding principal of certain indebtedness of Organogenesis at the effective time of the business combination.



(6)

To record a payment of $28,698 for outstanding principal, accrued loan fees and accrued interest related to certain subordinated indebtedness of Organogenesis at the effective time of the business combination.



(7)

In Scenario 1, which assumes no AHPAC public shareholders exercise their redemption rights in connection with the business combination for cash, a total of $293,232 would be transferred to permanent equity. In Scenario 2, which assumesAssumes the full redemption of all outstanding AHPAC public shares for cash by the AHPAC public shareholders, with $314,821 would bebeing paid out in cash. The $314,821 or 31,000,000 AHPAC Class A ordinary shares represents the full redemption amount assuming consummation of the business combination on June 30, 2018.



(8)

To reflect recapitalization of Organogenesis through the contribution of all share capital of Organogenesis to AHPAC and the issuance by AHPAC of 74,307,921 shares of ORGO Class A common stock and the elimination of the historical accumulated deficit of AHPAC, the accounting acquiree.




Table of Contents


PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2018
(UNAUDITED)
(in thousands, except share and per share amounts)


								Scenario 1 Assuming No Redemptions into Cash								Scenario 2 Assuming Full Redemptions into Cash															Assuming Full Redemptions into Cash
		(A) Organogenesis			(B) AHPAC			Pro Forma Adjustments					Pro Forma Statement of Operations			Pro Forma Adjustments					Pro Forma Statement of Operations				(A) Organogenesis			(B) AHPAC			Pro Forma Adjustments					Pro Forma Statement of Operations
Total revenue		$	79,081		$	—		$	—				$	79,081		$	—				$	79,081			$	79,081		$	—		$	—				$	79,081
Cost of revenues			31,821			—			—					31,821			—					31,821				31,821			—			—					31,821
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gross profit			47,260			—			—					47,260			—					47,260				47,260			—			—					47,260
Operating expenses:
Operating costs			—			2,101			—					2,101			—					2,101				—			2,101			—					2,101
Selling, general and administrative			75,900			—			—					75,900			—					75,900				75,900			—			—					75,900
Research and development			4,872			—			—					4,872			—					4,872				4,872			—			—					4,872
Write off of deferred offering costs			3,494			—			—					3,494			—					3,494				3,494			—			—					3,494
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total operating expenses			84,266			2,101			—					86,367			—					86,367				84,266			2,101			—					86,367
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Loss from operations			(37,006	)		(2,101	)		—					(39,107	)		—					(39,107	)			(37,006	)		(2,101	)		—					(39,107	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Other income (expense), net:
Interest expense			(5,230	)		—			1,866		(2)			(3,364	)		—					(3,364	)			(5,230	)		—			1,866		(2)			(3,364	)
Interest/dividend income			39			2,323			(2,323	)	(1)			39			—					39				39			2,323			(2,323	)	(1)			39
Change in fair value of warrants			(249	)		—			—					(249	)		—					(249	)			(249	)		—			—					(249	)
Other income (expense), net			3			—			—					3			—					3				3			—			—					3
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total other income (expense), net			(5,437	)		2,323			(457	)				(3,571	)		—					(3,571	)			(5,437	)		2,323			(457	)				(3,571	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net loss before income taxes			(42,443	)		222			(457	)				(42,678	)		—					(42,678	)			(42,443	)		222			—					(42,678	)
Income tax (expense) benefit			(55	)		—			—					(55	)		—					(55	)			(55	)		—			—					(55	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income (loss)		$	(42,498	)	$	222		$	(457	)			$	(42,733	)	$	—				$	(42,733	)		$	(42,498	)	$	222		$	(457	)			$	(42,733	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net loss per share—basic and diluted		$	(1.32	)	$	(0.20	)						$	(0.35	)						$	(0.47	)		$	(1.32	)	$	(0.20	)						$	(0.47	)
​	​	​	​	​	​	​	​		​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​		​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​	​	​	​	​	​
Weighted average common shares outstanding—basic and diluted			32,190,678			9,738,355			111,757,431		(3)			121,495,786			80,757,431		(3)			90,495,786				32,190,678			9,738,355			80,757,431		(3)			90,495,786
​	​	​	​	​	​	​	​		​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​		​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​	​	​	​	​	​

   

See accompanying notes to unaudited pro forma condensed combined financial information.




Table of Contents


Pro Forma Adjustments to the Unaudited Condensed Combined Statement of Operations
For the Six Months Ended June 30, 2018
(in thousands, except share and per share amounts)


(A)

Derived from the unaudited consolidated statement of operations of Organogenesis for the six months ended June 30, 2018.



(B)

Derived from the unaudited condensed statement of operations of AHPAC for the six months ended June 30, 2018.



(1)

Represents an adjustment to eliminate interest/dividend income on cash equivalents held in the trust account as of the beginning of the period.



(2)

Represents an adjustment to eliminate interest expense on indebtedness of Organogenesis that was either repaid or converted to equity in connection with the business combination.



(3)

As the business combination and the private investment are being reflected as if it had occurred at the beginning of the earliest period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the business combination and the private investment have been outstanding for the entire period presented. IfBecause all of the AHPAC public shareholders redeem their public shares for a full redemption,have been redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period. Weighted average common shares outstanding—basic and diluted are calculated as follows:

		Six Months Ended June 30, 2018
		Scenario 1 Combined (Assuming No Redemptions into Cash)			Scenario 2 Combined (Assuming Full Redemptions into Cash)
Weighted average shares calculation—basic and diluted
AHPAC weighted average public shares outstanding			9,738,355			9,738,355
Issuance of Organogenesis common stock in connection with closing of August private placement, as converted to ORGO Class A common stock at the Exchange ratio of 2.03			6,538,732			6,538,732
Cancellation of AHPAC Class B ordinary shares in connection with closing of the equity financing			(6,359,007	)		(6,359,007	)
Issuance of ORGO Class A common stock in connection with closing of equity financing			9,022,741			9,022,741
Issuance of ORGO Class A common stock in connection with Business Combination (excluding shares issued to holders of Organogenesis redeemable common stock)			67,040,641			67,040,641
Issuance of ORGO Class A common stock in connection with conversion of outstanding indebtdedness of Organogenesis			6,502,679			6,502,679
Redemption of Class A common shares included in AHPAC weighted average public shares outstanding			—			(1,988,355	)
AHPAC public shares subject to redemption reclassified to equity			29,011,645			—
​	​	​	​	​	​	​	​
Weighted average shares outstanding			121,495,786			90,495,786
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

		Six Months Ended June 30, 2018
Weighted average shares calculation—basic and diluted
AHPAC weighted average public shares outstanding			9,738,355
Issuance of Organogenesis common stock in connection with closing of August private placement, as converted to ORGO Class A common stock at the exchange ratio of 2.03			6,538,732
Cancellation of AHPAC Class B ordinary shares in connection with closing of the equity financing			(6,359,007	)
Issuance of ORGO Class A common stock in connection with closing of equity financing			9,022,741
Issuance of ORGO Class A common stock in connection with Business Combination (excluding shares issued to holders of Organogenesis redeemable common stock)			67,040,641
Issuance of ORGO Class A common stock in connection with conversion of outstanding indebtdedness of Organogenesis			6,502,679
Redemption of Class A common shares included in AHPAC weighted average public shares outstanding			(1,988,355	)
​	​	​	​	​
Weighted average shares outstanding			90,495,786
​	​	​	​	​
​	​	​	​	​
​	​	​	​	​




Table of Contents

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2017
(UNAUDITED)
(in thousands, except share and per share amounts)

																						Scenario 1 Assuming No Redemptions into Cash								Scenario 2 Assuming Full Redemptions into Cash																													Assuming Full Redemptions into Cash
		Historical																																					Historical
																											Pro Forma Statement of Operations								Pro Forma Statement of Operations																													Pro Forma Statement of Operations
		(A) Organogenesis			(B) NuTech Medical			Pro Forma Adjustments			Note		Deconsolidation of Real Estate Entities (f)			Organogenesis Pro Forma			(C) AHPAC			Pro Forma Adjustments								Pro Forma Adjustments									(A) Organogenesis			(B) NuTech Medical			Pro Forma Adjustments			Note		Deconsolidation of Real Estate Entities (f)			Organogenesis Pro Forma			(C) AHPAC			Pro Forma Adjustments
Total revenue		$	198,508		$	5,669		$	—				$	—		$	204,177		$	—		$	—				$	204,177		$	—				$	204,177			$	198,508		$	5,669		$	—				$	—		$	204,177		$	—		$	—				$	204,177
Cost of revenues			61,220			1,373			—					258			62,851			—			—					62,851			—					62,851				61,220			1,373			—					258			62,851			—			—					62,851
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gross profit			137,288			4,296			—					(258	)		141,326			—			—					141,326			—					141,326				137,288			4,296			—					(258	)		141,326			—			—					141,326
Operating expenses:
Formation and operating costs			—			—			—					—			—			4,592			—					4,592			—					4,592				—			—			—					—			—			4,592			—					4,592
Selling, general and administrative			133,717			4,830			(719	)	(a)(b)(c)			184			138,012			—			—					138,012			—					138,012				133,717			4,830			(719	)	(a)(b)(c)			184			138,012			—			—					138,012
Research and development			9,065			897			—					—			9,962			—			—					9,962			—					9,962				9,065			897			—					—			9,962			—			—					9,962
Transaction costs			—			—			—					—			—			—			—					—			—					—				—			—			—					—			—			—			—					—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total operating expenses			142,782			5,727			(719	)				184			147,974			4,592			—					152,566			—					152,566				142,782			5,727			(719	)				184			147,974			4,592			—					152,566
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Loss from operations			(5,494	)		(1,431	)		719					(442	)		(6,648	)		(4,592	)		—					(11,240	)		—					(11,240	)			(5,494	)		(1,431	)		719					(442	)		(6,648	)		(4,592	)		—					(11,240	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Other income (expense), net:
Interest expense			(8,139	)		(17	)		(66	)	(d)			(471	)		(8,693	)		—			3,310		(2)			(5,383	)		—					(5,383	)			(8,139	)		(17	)		(66	)	(d)			(471	)		(8,693	)		—			3,310		(2)			(5,383	)
Interest/dividend income			129			—			—					(18	)		111			2,498			(2,498	)	(1)			111			—					111				129			—			—					(18	)		111			2,498			(2,498	)	(1)			111
Other income (expense), net			(1,046	)		—			—					6			(1,040	)		—			—					(1,040	)		—					(1,040	)			(1,046	)		—			—					6			(1,040	)		—			—					(1,040	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total other income (expense), net			(9,056	)		(17	)		(66	)				(483	)		(9,622	)		2,498			812					(6,312	)		—					(6,312	)			(9,056	)		(17	)		(66	)				(483	)		(9,622	)		2,498			812					(6,312	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net loss before income taxes			(14,550	)		(1,448	)		653					(925	)		(16,270	)		(2,094	)		812					(17,552	)		—					(17,552	)			(14,550	)		(1,448	)		653					(925	)		(16,270	)		(2,094	)		812					(17,552	)
Income tax (expense) benefit			7,025			—			—					—			7,025			—			—					7,025			—					7,025				7,025			—			—					—			7,025			—			—					7,025
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income (loss)			(7,525	)		(1,448	)		653					(925	)		(9,245	)		(2,094	)		812					(10,527	)		—					(10,527	)			(7,525	)		(1,448	)		653					(925	)		(9,245	)		(2,094	)		812					(10,527	)
Net income attributable to noncontrolling interest in affiliates			863			—			—					(863	)		—			—			—					—			—					—				863			—			—					(863	)		—			—			—					—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net loss attributable to Organogenesis, Inc.		$	(8,388	)	$	(1,448	)	$	653				$	(62	)	$	(9,245	)	$	(2,094	)	$	812				$	(10,527	)	$	—				$	(10,527	)		$	(8,388	)	$	(1,448	)	$	653				$	(62	)	$	(9,245	)	$	(2,094	)	$	812				$	(10,527	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​			​	​		​	​		​	​	​	​		​	​		​	​		​	​		​	​	​	​		​	​		​	​	​	​		​	​
​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net loss per share—basic and diluted		$	(0.28	)												$	(0.31	)	$	(0.48	)						$	(0.09	)						$	(0.12	)		$	(0.28	)												$	(0.31	)	$	(0.48	)						$	(0.12	)
​	​	​	​	​		​	​		​	​	​	​		​	​	​	​	​	​	​	​		​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​		​	​		​	​	​	​		​	​	​	​	​	​	​	​		​	​	​	​	​	​	​
​
​	​	​	​	​		​	​		​	​	​	​		​	​	​	​	​	​	​	​		​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​		​	​		​	​	​	​		​	​	​	​	​	​	​	​		​	​	​	​	​	​	​
Weighted average common shares outstanding—basic and diluted			31,466,384						81,611		(e)						31,547,995			9,334,687			112,161,099		(3)			121,495,786			81,161,099		(3)			90,495,786				31,466,384						81,611		(e)						31,547,995			9,334,687			81,161,099		(3)			90,495,786
​	​	​	​	​		​	​		​	​	​	​		​	​	​	​	​	​	​	​		​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​		​	​		​	​	​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​		​	​		​	​	​	​		​	​	​	​	​	​	​	​		​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​		​	​		​	​	​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

See accompanying notes to unaudited pro forma condensed combined financial information.




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Pro Forma Adjustments to the Unaudited Condensed Combined Statement of Operations
For the Year Ended December 31, 2017
(in thousands, except share and per share amounts)


(A)

Derived from the audited consolidated statement of operations of Organogenesis for the year ended December 31, 2017.



(B)

Derived from the unaudited statement of operations of NuTech Medical, Inc. for the period January 1, 2017 through March 23, 2017.



(C)

Derived from the audited consolidated statement of operations of AHPAC for the year ended December 31, 2017.



(a)

To reverse amortization expense reflected in the historical financial statements of NuTech Medical. Assuming the transaction had been completed as of January 1, 2017, the amortization related to historic NuTech Medical intangibles would have been replaced with amortization of identifiable intangible assets from the date of acquisition. See adjustment (b) for inclusion of amortization related to the acquired intangible assets.



(b)

To record amortization expense based on the estimated fair value of identifiable intangible assets. Acquired intangible assets of $20.4 million consist of trade names, trademarks, developed technology, independent sales agency network, and a non-compete agreement. These assets are being amortized on a non-straight-line basis and the method of amortization reflects the pattern in which the economic benefits of the intangible assets are to be consumed.

        The components of the acquired intangible assets were as follows:

(in thousands, except estimated life) Intangible Asset—by Category		Value			Estimated life
Developed technology		$	14,100		10 - 12 years
Trade names and trademarks			1,550		10 - 12 years
Independent Sales Agency Network			4,500		3 years
Non-Compete Agreement			260		5 years
​	​	​	​	​	​
Total		$	20,410
​	​	​	​	​	​
​	​	​	​	​	​
​	​	​	​	​	​

        The adjustment to reflect amortization of acquired intangible assets was comprised of the following:

(in thousands)				Year ended December 31, 2017
Technology		Selling, general and administrative		$	112
Trade names and trademarks		Selling, general and administrative			30
Independent Sales Agency Network		Selling, general and administrative			316
Non-Compete Agreement		Selling, general and administrative			9
​	​	​	​	​	​	​
				$	467
​	​	​	​	​	​	​
​	​	​	​	​	​	​
​	​	​	​	​	​	​




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        Amortization expense is recognized over a period in which we expect to receive the economic benefit from the assets. Amortization expense for the next five fiscal years is as follows:

(in thousands)		Amortization
2018		$	2,052
2019			4,376
2020			1,575
2021			1,640
2022			1,630

(c)

To reverse $1.1 million of transaction costs reflected in the historical financial statements of Organogenesis and NuTech Medical in the year ended December 31, 2017. Assuming that the Transactions had been completed as of January 1, 2017, the transaction costs would have been expensed in the prior period.



(d)

To reflect incremental interest expense for the period ended March 24, 2017 in the year ended December 31, 2017 associated with the $7.5 million of notes issued in connection with the NuTech Medical Acquisition on March 24, 2017, which assumes the notes would have been issued as of January 1, 2017. Pro forma interest expense was calculated using an interest rate of 6%.



(e)

The pro forma combined basic and diluted net loss from continuing operations per share has been adjusted to reflect the pro forma combined net loss for the year ended December 31, 2017. In addition, the numbers of shares used in calculating the pro forma combined basic and diluted net loss per share have been adjusted to reflect the estimated total number of shares of common stock of the combined company that would be outstanding as of the closing of the Transactions. The total number of shares of Organogenesis common stock issued to the NuTech Medical stockholder in connection with the NuTech Medical Acquisition was 1,794,455. However, 1,076,673 of these shares are excluded from the pro forma weighted average shares outstanding as they are subject to forfeiture pursuant to the terms of the Agreement. The Company will include these shares in its calculation of earnings per share once the forfeiture contingency period expires. The following table sets forth the calculation of




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the basic and diluted shares used to compute pro forma net loss from continuing operations per common share:

		Year Ended December 31, 2017
Numerator:
Pro forma net loss		$	(9,245	)
Less: Accretion of redeemable common shares			423
​	​	​	​	​
Pro forma net loss attributable to common shareholders—basic and diluted			(9,668	)
​	​	​	​	​
​	​	​	​	​
​	​	​	​	​
Denominator:
Weighted-average number of common shares used in earnings (loss) per share—basic and diluted			31,466,384
Total shares of Organogenesis common stock issued to NuTech stockholders(1)			81,611
​	​	​	​	​
Pro forma weighted-average number of common shares used in pro forma net loss per share—basic and diluted			31,547,995
​	​	​	​	​
​	​	​	​	​
​	​	​	​	​
Pro forma net loss per share—basic and diluted		$	(0.31	)
​	​	​	​	​
​	​	​	​	​
​	​	​	​	​

---

(1)

Excludes shares subject to unvested outstanding stock options and puttable shares of redeemable common stock.

(f)

To reflect the Deconsolidation as if it occurred on January 1, 2017.

		Addition of Organogenesis costs previously eliminated			Removal of Real Estate Entities Operations			Deconsolidation of Real Estate Entities
Cost of revenue		$	373		$	(115	)	$	258
Research and development			—			—			—
Selling, general and administrative			198			(14	)		184
​	​	​	​	​	​	​	​	​	​	​
Total expenses			571			(129	)		442
​	​	​	​	​	​	​	​	​	​	​
Other income (expense), net:
Interest expense			(736	)		265			(471	)
Interest income			—			(18	)		(18	)
Other income (expense), net			—			6			6
​	​	​	​	​	​	​	​	​	​	​
Total other income (expense), net			(736	)		253			(483	)
​	​	​	​	​	​	​	​	​	​	​
Net loss and comprehensive loss			(1,307	)		382			(925	)
Net income from non-controlling interest in affiliates			—			863			863
​	​	​	​	​	​	​	​	​	​	​
Net loss attributable to Organogenesis Inc		$	(1,307	)	$	1,245		$	(62	)
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

The effect of the Deconsolidation of the Real Estate Entities was to reduce depreciation on specific assets, mortgage interest and other operating costs of the Real Estate Entities and the recognition of interest expense and depreciation associated with the capital leases that were previously eliminated in consolidation.




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(1)

Represents an adjustment to eliminate interest /dividend income on cash equivalents held in the trust account as of the beginning of the period.



(2)

Represents an adjustment to eliminate interest expense on debt that was either repaid or converted to equity upon completion of the business combination.



(3)

As the business combination is being reflected as if it had occurred at the beginning of the earliest period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the business combination and the equity financing have been outstanding for the entire period presented. IfBecause all of the maximum number ofAHPAC public shares arehave been redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period. Weighted average common shares outstanding—basic and diluted are calculated as follows:

		Year Ended December 31, 2017
		Scenario 1 Combined (Assuming No Redemptions into Cash)			Scenario 2 Combined (Assuming Full Redemptions into Cash)
Weighted average shares calculation—basic and diluted
AHPAC weighted average public shares outstanding			9,334,687			9,334,687
Issuance of Organogenesis common stock in connection with closing of August private placement, as converted to ORGO Class A common stock at the Exchange ratio of 2.03			6,538,732			6,538,732
Cancellation of AHPAC Class B ordinary shares in connection with closing of the equity financing			(6,359,007	)		(6,359,007	)
Issuance of ORGO Class A common stock in connection with closing of equity financing			9,022,741			9,022,741
Issuance of ORGO Class A common stock in connection with Business Combination (excluding shares issued to holders of Organogenesis redeemable common stock)			67,040,641			67,040,641
Issuance of ORGO Class A common stock in connection with conversion of outstanding indebtdedness of Organogenesis			6,502,679			6,502,679
Redemption of Class A common shares included in AHPAC weighted average public shares outstanding			—			(1,584,687	)
AHPAC public shares subject to redemption reclassified to equity			29,415,313			—
​	​	​	​	​	​	​	​
Weighted average shares outstanding			121,495,786			90,495,786
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

		Year Ended December 31, 2017
Weighted average shares calculation—basic and diluted
AHPAC weighted average public shares outstanding			9,334,687
Issuance of Organogenesis common stock in connection with closing of August private placement, as converted to ORGO Class A common stock at the exchange ratio of 2.03			6,538,732
Cancellation of AHPAC Class B ordinary shares in connection with closing of the equity financing			(6,359,007	)
Issuance of ORGO Class A common stock in connection with closing of equity financing			9,022,741
Issuance of ORGO Class A common stock in connection with Business Combination (excluding shares issued to holders of Organogenesis redeemable common stock)			67,040,641
Issuance of ORGO Class A common stock in connection with conversion of outstanding indebtdedness of Organogenesis			6,502,679
Redemption of Class A common shares included in AHPAC weighted average public shares outstanding			(1,584,687	)
​	​	​	​	​
Weighted average shares outstanding			90,495,786
​	​	​	​	​
​	​	​	​	​
​	​	​	​	​




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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


        This consent solicitation/joint proxy statement/prospectus contains forward-looking statements within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for AHPAC's business, and the timing and ability for us to complete the business combination. Specifically, forward-looking statements may include statements relating to:

•

the benefits of the business combination;



•

the future financial performance of AHPAC following the business combination;



•

changes in the market for Organogenesis's services;



•

expansion plans and opportunities; and



•

other statements preceded by, followed by or that include the words "may," "can," "should," "will," "estimate," "plan," "project," "forecast," "outlook," "intend," "expect," "anticipate," "believe," "seek," "target" or similar expressions that predict or indicate future events or trends or that are not statements of historical matters.

        These forward-looking statements are based on information available as of the date of this consent solicitation/joint proxy statement/prospectus and AHPAC's management's current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing AHPAC views as of any subsequent date. AHPAC does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

        You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares on the proposals set forth in this consent solicitation/joint proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, AHPAC actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•

the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the Merger Agreement;



•

the outcome of any legal proceedings that may be instituted against Organogenesis or AHPAC following announcement of the proposed business combination and transactions contemplated thereby;



•

the inability to complete the transactions contemplated by the proposed business combination due to the failure to obtain approval of the shareholders of AHPAC, or other conditions to closing in the Merger Agreement;



•

the inability to obtain or maintain the listing of ORGO common stock on NASDAQ following the business combination;



•

the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein;



•

the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability to integrate Organogenesis and AHPAC's businesses, and the ability of the combined business to grow and manage growth profitably;



•

costs related to the business combination;




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•

changes in applicable laws or regulations;



•

the inability to launch new Organogenesis products or to profitably expand into new markets;



•

the possibility that Organogenesis or AHPAC may be adversely affected by other economic, business, and/or competitive factors; and



•

other risks and uncertainties indicated in this consent solicitation/joint proxy statement/prospectus, including those set forth under the section entitled "Risk Factors."




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COMPARATIVE SHARE INFORMATION


        The following tables set forth the:

•

historical per share information of AHPAC for the six months ended June 30, 2018 (unaudited) and the year ended December 31, 2017;



•

historical per share information of Organogenesis for the six months ended June 30, 2018 (unaudited) and the year ended December 31, 2017; and



•

unaudited pro forma per share information of the combined company for the six months ended June 30, 2018 and the fiscal year ended December 31, 2017, after giving effect to the business combination and the private investment assuming two redemption scenarios as follows:



•

Assuming No Redemptions:    This scenario assumes that no AHPAC Class A ordinary shares are redeemed; and



•

Assuming Full Redemptions:    This scenario assumes that 31,000,000 AHPAC Class A ordinary shares, or 100% of the outstanding AHPAC Class A ordinary shares, are redeemed, resulting in an aggregate payment of $314.8 million out of the trust account.

In addition, the unaudited pro forma condensed combined income statement for the year ended December 31, 2017 include adjustments to give effect to (i) Organogenesis' acquisition of NuTech Medical on March 24, 2017, or the "NuTech Medical Acquisition," and (ii) Organogenesis' deconsolidation of certain entities that were consolidated under the variable interest entity guidance, or the "Deconsolidation," on June 1, 2017. The effects of the NuTech Medical Acquisition and the Deconsolidation have been fully reflected in the consolidated balance sheet and the consolidated statement of operations of Organogenesis as of and for the six months ended June 30, 2018.

        The pro forma net income (loss) and cash dividends per share information reflect the business combination and the private investment contemplated by the Merger Agreement as if they had occurred on January 1, 2017.

        This information is based on, and should be read together with, the selected historical consolidated financial information, the unaudited pro forma condensed combined financial information and the historical consolidated financial information of AHPAC and Organogenesis, and the accompanying notes to such financial statements, that has been presented in its filings with the SEC that are included or incorporated herein by reference in this consent solicitation/joint proxy statement/prospectus. The unaudited pro forma condensed combined per share data are presented for illustrative purposes only and are not necessarily indicative of actual or future financial position or results of operations that would have been realized if the merger had been completed as of the dates indicated or will be realized upon the completion of the merger. Please see the section entitled "Where You Can Find More Information" beginning on page [    ·    ] of this joint proxy statement/prospectus. Uncertainties that could impact AHPAC's financial condition include risks that effect Organogenesis' operations and outlook such as economic recessions, inflation, fluctuations in interest and currency exchange rates, and changes in the fiscal or monetary policies of the United States government. For more information on the risks, please see the section entitled "Risk Factors." You are also urged to read the section entitled "Selected Unaudited Pro Forma Condensed Combined Financial Information" beginning on page [    ·    ] of this consent solicitation/joint proxy




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statement/prospectus and the section entitled "Unaudited Pro Forma




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Condensed Combined Financial Information" beginning on page [    ·    ] of this joint proxy statement/prospectus.

		Six Months Ended June 30, 2018													Six Months Ended June 30, 2018
		Organogenesis			AHPAC			Pro Forma Combined (No Redemptions)(1)			Pro Forma Combined (Full Redemptions)(1)				Organogenesis			AHPAC			Pro Forma Combined(1)
		(in thousands, except share and per share data)													(in thousands, except share and per share data)
Net income (loss)		$	(42,498	)	$	222		$	(42,733	)	$	(42,733	)		$	(42,498	)	$	222		$	(42,733	)
Net income (loss) excluding interest income from Trust Account(2)		$	(42,498	)	$	(2,101	)	$	(42,733	)	$	(42,733	)		$	(42,498	)	$	(2,101	)	$	(42,733	)
Stockholders' equity (deficit)(3)		$	(57,169	)	$	298,235		$	376,301		$	61,480			$	(57,169	)	$	298,235		$	61,480
Shares subject to redemption						28,874,489													28,874,489
Ending shares			33,024,931			9,875,511			122,224,334			91,224,334				33,024,931			9,875,511			91,224,334
Weighted average common shares outstanding			32,190,678			9,738,355			121,495,786			90,495,786				32,190,678			9,738,355			90,495,786
Ending shares (including shares subject to redemption)						38,750,000													38,750,000
Book value per share(4)					$	7.70		$	3.08		$	0.67						$	7.70		$	0.67
Basic net income (loss) per common share(5)					$	(0.20	)	$	(0.35	)	$	(0.47	)					$	(0.20	)	$	(0.47	)
Diluted net income (loss) per common share(5)					$	(0.20	)	$	(0.35	)	$	(0.47	)					$	(0.20	)	$	(0.47	)
Cash dividends per share						NA			NA			NA							NA			NA
Pro forma Organogenesis equivalent per share data(6)
Book value (deficit) per share		$	(1.73	)				$	6.25		$	1.37			$	(1.73	)				$	1.37
Basic net income (loss) per common share		$	(1.32	)				$	(0.71	)	$	(0.96	)		$	(1.32	)				$	(0.96	)
Diluted net income (loss) per common share		$	(1.32	)				$	(0.71	)	$	(0.96	)		$	(1.32	)				$	(0.96	)
Cash dividends per share			NA						NA			NA				NA						NA

---

(1)

Refer to Unaudited Pro Forma Condensed Combined Financial Statements beginning on page [    ·    ].



(2)

Net income for AHPAC excludes the portion of interest income attributable to Class A ordinary shares subject to redemption. (Refer to page F-[    ·    ] for details).



(3)

AHPAC shareholder's equity includes capital amount subject to possible redemption.



(4)

Calculated based on total shareholder's equity including shares subject to possible redemption.



(5)

Calculated based on weighted-average shares outstanding, excluding shares subject to possible redemption.




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(6)

The pro forma Organogenesis equivalent per share data is calculated by multiplying the pro forma combined data amounts by the exchange ratio of 2.03 shares of AHPAC common stock for each share of Organogenesis common stock.




		Year Ended December 31, 2017													Year Ended December 31, 2017
		Organogenesis Pro Forma(1)			AHPAC			Pro Forma Combined (No Redemptions)(2)			Pro Forma Combined (Full Redemptions)(2)				Organogenesis Pro Forma(1)			AHPAC			Pro Forma Combined(2)
		(in thousands, except share and per share data)													(in thousands, except share and per share data)
Net income (loss)		$	(9,245	)	$	(2,094	)	$	(10,527	)	$	(10,527	)		$	(9,245	)	$	(2,094	)	$	(10,527	)
Net income (loss) excluding interest income from Trust Account					$	(4,592	)	$	(10,527	)	$	(10,527	)					$	(4,592	)	$	(10,527	)
Shares subject to redemption						29,067,145													29,067,145
Ending shares						9,682,855			122,224,334			91,224,334							9,682,855			91,224,334
Weighted average common shares outstanding			31,547,995			9,334,687			121,495,786			90,495,786				31,547,995			9,334,687			90,495,786
Ending shares (including shares subject to redemption)						38,750,000													38,750,000
Basic net income (loss) per common share(3)					$	(0.48	)	$	(0.09	)	$	(0.12	)					$	(0.48	)	$	(0.12	)
Diluted net income (loss) per common share(3)					$	(0.48	)	$	(0.09	)	$	(0.12	)					$	(0.48	)	$	(0.12	)
Cash dividends per share						NA			NA			NA							NA			NA
Pro forma Organogenesis equivalent per share data(4)
Basic net income (loss) per common share		$	(0.31	)				$	(0.18	)	$	(0.24	)		$	(0.31	)				$	(0.24	)
Diluted net income (loss) per common share		$	(0.31	)				$	(0.18	)	$	(0.24	)		$	(0.31	)				$	(0.24	)
Cash dividends per share			NA						NA			NA				NA						NA

---

(1)

The Organogenesis Pro Forma information reflects adjustments to give effect to the NuTech Medical Acquisition and the Deconsolidation as if each of the transactions had occurred on January 1, 2017.



(2)

Refer to Unaudited Pro Forma Condensed Combined Financial Statements beginning on page [    ·    ].



(3)

Calculated based on weighted-average shares outstanding, excluding shares subject to possible redemption.



(4)

The pro forma Organogenesis equivalent per share data is calculated by multiplying the pro forma combined data amounts by the exchange ratio of 2.03 shares of AHPAC common stock for each share of Organogenesis common stock.




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INFORMATION ABOUT AHPAC


General


        AHPAC is a blank check company incorporated on December 4, 2015 as a Cayman Islands exemptexempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as a "business combination." Prior to entering into the Merger Agreement, AHPAC's acquisition and value creation strategy was to identify, acquire and, after an initial business combination, build a company in the healthcare sector in public markets that complements the experience of AHPAC's management team and can benefit from AHPAC's management's operational expertise. AHPAC's acquisition selection process has leveraged its management team's network of potential transaction sources, ranging from healthcare industry executives, board members, private equity investors, wealthy families, commercial banks, investment bankers, advisors, attorneys, accountants and other transaction intermediaries. AHPAC has neither engaged in any operations nor generated any revenue to date. Based on AHPAC's business activities, we are a "shell company" as defined under the Exchange Act because AHPAC has no operations and nominal assets consisting almost entirely of cash.

        Prior to our IPO, on December 14, 2015, our sponsor purchased 8,625,000 founder shares of our Class B ordinary shares, par value $0.0001 per share, for an aggregate purchase price of $25,000, or approximately $0.003 per share. In October 2016, our sponsor transferred 50,000 founder shares to each of our independent directors at their original per share purchase price. In addition, at such time, each of our independent directors purchased an additional 421,250 founder shares from our sponsor at their original purchase price.

        On October 14, 2016, we consummated our IPO of 30,000,000 units at a price of $10.00 per unit generating gross proceeds of $300,000,000 before underwriting discounts and expenses. Each unit ("unit") consists of one AHPAC Class A ordinary share, par value $0.0001 per share and, together with the Class B ordinary share, and one warrant to purchase one-half of one AHPAC Class A ordinary share where two warrants must be exercised for one whole AHPAC Class A share at an exercise price of $11.50 per whole share (each, a "public warrant"). Simultaneously with the closing of our IPO, AHPAC completed the private sale of an aggregate of 16,000,000 private placement warrants, at a purchase price of $0.50 per private placement warrant, to the initial shareholders, generating gross proceeds to AHPAC of $8,000,000.

        On November 28, 2016, we completed the sale of an additional 1,000,000 units to the underwriters of the IPO at the public offering price of $10.00 per unit pursuant to the partial exercise of the Over-allotment Option. On November 28, 2016, we sold an additional 400,000 private placement warrants for an aggregate purchase price of $200,000 in connection with the exercise of the Over-allotment Option. Following the partial exercise of the Over-allotment Option, 875,000 founder shares were forfeited in order to maintain the ownership of the initial shareholders at 20% of the issued and outstanding ordinary shares. On November 28, 2016, our sponsor sold 161,180 founder shares and 350,114 private placement warrants to one of our independent directors at their original purchase price. On July 5, 2017, our sponsor sold 186,320 founder shares and 404,723 private placement warrants to one of our independent directors at their original per share purchase price.

        We received gross proceeds from the IPO, including the partial exercise of the Over-allotment Option, and the sale of the private placement warrants of $310,000,000 and $8,200,000, respectively, for an aggregate of $318,200,000. Of such amount, $310,000,000 was deposited into the trust account by trustee. The remaining $8,200,000 was held outside of the trust account, of which $6,200,000 was used to pay underwriting discounts, with the balance used to repay a note to our sponsor and to pay accrued offering and formation costs, and the remainder was reserved for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. In the future,




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a portion of interest income on the funds held in the trust account may be released to us to pay tax obligations. At December 31, 2016, funds held in the trust account consisted solely of cash.




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        On November 28, 2016, we announced that, commencing November 29, 2016, holders of the 31,000,000 units sold in the IPO may elect to separately trade the AHPAC Class A ordinary shares and public warrants included in the units. Those Units not separated will continue to trade on the NASDAQ under the symbol "AHPAU," and the AHPAC Class A ordinary shares and warrants that are separated will trade on the NASDAQ under the symbols "AHPA" and "AHPAW," respectively.

        On August 21, 2017, the Company, Avista Healthcare Merger Sub, Inc., ("Merger Sub"), Avista Healthcare NewCo, LLC ("NewCo"), Envigo International Holdings, Inc. ("Envigo"), and Jermyn Street Associates, LLC, solely in its capacity as Shareholder Representative, entered into a Transaction Agreement (as amended on November 22, 2017 and as further amended on December 22, 2017, January 21, 2018 and February 9, 2018, the "Transaction Agreement") providing for a proposed business combination. On February 14, 2018, we executed and entered into the Mutual Termination Agreement pursuant to Section 7.1(a) of the Transaction Agreement, with NewCo, Envigo, and Jermyn Street Associates, LLC, solely in its capacity as shareholder representative, for the purpose of mutually terminating the Transaction Agreement, and all proposed transactions relating to the merger. The Transaction Agreement was terminated effective as of February 14, 2018.

        On January 4, 2018, we received a letter from the staff of the Listing Qualifications Department of NASDAQ (the "Notification Letter") notifying us that we no longer comply with NASDAQ Listing Rules 5620(a) and 5810(c)(2)(G) (the "Rules") because we did not hold an annual meeting of shareholders within twelve months of the end of our fiscal year ended December 31, 2016.

        On February 21, 2018, in response to the plan we submitted to the Listing Qualifications Department of NASDAQ in response to the Notification Letter on February 20, 2018, we received a letter from the staff of the Listing Qualifications Department of NASDAQ notifying us that we have been granted an extension until June 29, 2018 to regain compliance with the Rules by holding an annual meeting of shareholders. On June 28, 2018, we held our annual meeting of shareholders.

        As of the close of business on October 30, 2018, trading has been suspended on AHPAC's ordinary shares, units and warrants as a result of the redemption on October 31, 2018 of all of AHPAC's public shares. On November 2, 2018, as a result of the redemption of the public shares, NASDAQ issued a delisting notice in respect of the AHPAC units, AHPAC Class A ordinary shares and AHPAC warrants to purchase Class A ordinary shares to AHPAC. AHPAC has until November 9, 2018 to submit an appeal of this decision, which it plans to do in a timely manner.

        The mailing address of the Company's principal executive office is 65 East 55th Street, 18^th Floor, New York, New York 10022, and its telephone number is (212) 593-6900.

Initial business combination


        NASDAQ rules require that an initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in AHPAC's trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time AHPAC signs a definitive agreement in connection with an initial business combination. The AHPAC Board has determined that the business combination meets the 80% test.

Redemption Rights for Holders of Public Shares


        AHPAC is providing its public shareholders with the opportunity to redeem their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of the business combination, including interest, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of [    ·    ], 2018, this would have amounted to approximately $[    ·    ] per public share. The initial shareholders have agreed to waive their redemption rights with respect to their founder shares, and the initial shareholders, other than the anchor investors, have agreed to waive their redemption rights with respect to any public shares they may hold in connection with the consummation of the business combination. The outstanding founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price.




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Submission of the business combination to a Shareholder Vote


        The general meeting of AHPAC's shareholders to which this consent solicitation/joint proxy statement/prospectus relates is to solicit your approval of the business combination. Unlike many other blank check companies, public shareholders are not required to vote against the business combination in order to exercise their redemption rights. If the business combination is not completed, then public shareholders electing to exercise their redemption rights will not be entitled to receive such payments. The initial shareholders have agreed to vote their founder shares and any public shares they may hold in favor of the business combination. Currently, the initial shareholders own approximately 15.8%100% of AHPAC's issued and outstanding ordinary shares, including all of the outstanding founder shares.




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        Notwithstanding the foregoing, AHPAC's amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemptions with respect to more than an aggregate of 15% of the public shares included in the units sold in the IPO.

Officers


        We currently have four (4) officers. Members of AHPAC's management team are not obligated to devote any specific number of hours to AHPAC-related matters, but they intend to devote as much of their time as they deem necessary to AHPAC's affairs until it has completed an initial business combination. We presently expect AHPAC's officers to devote such amount of time as they reasonably believe is necessary to AHPAC's business, and the amount of time that any such person will devote in any time period will vary based on the current stage of the business combination.

Management


        In this section, "Avista" means Avista Capital Holdings, L.P., a Delaware limited partnership, and includes, where context requires, Avista's affiliates.

Directors and Executive Officers

        The directors and officers of AHPAC are as follows as of [    ·    ], 2018:

Name		Age			Position
Thompson Dean			59		Executive Chairman
David Burgstahler			50		President and Chief Executive Officer, Director
John Cafasso			45		Chief Financial Officer
Benjamin Silbert			47		General Counsel and Secretary
Håkan Björklund			62		Director
Charles Harwood			65		Director
Brian Markison			58		Director
Robert O'Neil			67		Director

        Thompson Dean has served as a director since December 4, 2015 and as the Executive Chairman of our board of directors since December 10, 2015. Mr. Dean is a Co-Managing Partner and Co-Chief Executive Officer of Avista and has served in various capacities at Avista since its founding in in 2005. From 1995 to 2005, Mr. Dean served as Co-Managing Partner of DLJMB Fund, Inc. ("DLJMB") and was Chairman of the investment committees of DLJMB I, DLJMB II, DLJMB III and DLJ Growth Capital Partners. Mr. Dean currently serves on the boards of Acino Pharma AG, Hi-Crush Partners LP (NYSE: HCLP), National Spine & Pain Centers Holdings LLC, and Trimb Healthcare AB. Mr. Dean




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also previously served on the Boards of Directors of Charles River Laboratories International, Inc., ConvaTec Healthcare B S.a.r.l., Fougera Pharmaceuticals Inc., IWCO Direct, Inc., Nycomed A/S, Sidewinder Drilling, Inc., VWR Corp. (NASDAQ: VWR) and Zest Anchors LLC. Mr. Dean is a former trustee of Choate Rosemary Hall and The Eaglebrook School. In addition, he serves on various committees of the Boys Club of New York, the Lenox Hill Neighborhood Association and the Museum of the City of New York. Mr. Dean received a B.A. from the University of Virginia, where he was an Echols Scholar, and an M.B.A. with high distinction from Harvard Business School, where he was a Baker Scholar. Mr. Dean was chosen to serve as the Executive Chairman of our board of directors because of his executive level management experience at Avista, board and advisory experience with other companies in and outside of the healthcare industry and his extensive experience in the areas of finance, strategy, international business transactions and merger and acquisitions.

        David Burgstahler has served as a director since December 4, 2015 and as our President and Chief Executive Officer since December 10, 2015. Mr. Burgstahler is a Co-Managing Partner and Co-Chief Executive Officer of Avista and has served in various capacities at Avista since its founding in 2005. Prior to forming Avista, he was a Partner of DLJMB from 2004 to 2005 and he served in various capacities at DLJMB and its affiliates from 1995 to 2005. Prior to DLJMB, Mr. Burgstahler worked at Andersen Consulting (now known as Accenture) and McDonnell Douglas (now known as Boeing). He currently serves as a director of Inform Diagnostics, Kramer Laboratories, Inc., Osmotica Holdings, S.C.Sp,




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Pharmaceuticals plc (NASDAQ: OSMT), United BioSource Corporation, and WideOpenWest, Inc. (NYSE: WOW). Mr. Burgstahler also previously served on the boards of directors of AngioDynamics Inc. (NASDAQ: ANGO), Armored AutoGroup, BioReliance Corp., ConvaTec Healthcare B S.a.r.l., Focus Diagnostics, Inc., INC Research Holdings, Inc. (NASDAQ: INCR), Lantheus Holdings, Inc. (NASDAQ: LNTH), MPI Research, Inc., Strategic Partners, LLC, Visant Corp. and Warner Chilcott PLC (NASDAQ: WCRX). Mr. Burgstahler is also a Trustee of the Trinity School in New York City. Mr. Burgstahler received a B.S. from the University of Kansas and an M.B.A. from Harvard Business School. Mr. Burgstahler was chosen to serve as a director because of his extensive experience serving as a director for a diverse group of private and public companies, including those in the healthcare industry.

        John Cafasso has been our Chief Financial Officer since December 10, 2015. He joined Avista in May 2011. Prior to joining Avista, Mr. Cafasso was in the asset management division of Credit Suisse from 2001 to May 2011, where he was responsible for the accounting and reporting for Credit Suisse's direct private equity funds. Prior to joining Credit Suisse, Mr. Cafasso was a Manager at KPMG, LLP in the financial services practice. Mr. Cafasso is a Certified Public Accountant and received a B.B.A. degree from Hofstra University.

        Benjamin Silbert has been our General Counsel and Secretary since December 10, 2015. He was one of the founding members of Avista in 2005. Prior to joining Avista, Mr. Silbert was at DLJMB from 2001 to 2005. He advised DLJMB as internal counsel on a number of investments and divestitures, in addition to fund and partnership matters. Prior to joining DLJMB, Mr. Silbert was a lawyer in the private equity and mergers and acquisitions practice groups of Morgan, Lewis & Bockius LLP, which he joined in 1996. Mr. Silbert received a B.A. from Haverford College and a J.D. from Columbia Law School.

        Håkan Björklund, Ph.D. has served as a director since the completion of the IPO. Dr. Björklund has been a healthcare industry advisor to Avista since October 2011. Dr. Björklund worked closely with Avista on the development of Nycomed A/S prior to its sale to Takeda Pharmaceutical Company Limited. Under Dr. Björklund's leadership from 1999 to 2011, Nycomed A/S grew from a predominantly Scandinavian business into a global pharmaceutical company, with Dr. Björklund leading the company through numerous acquisitions. Prior to Nycomed A/S, Dr. Björklund was Regional Director at Astra AB (now AstraZeneca plc) from 1996 to 1999 and, prior to that he was President of Astra Draco AB from 1991 to 1996. Dr. Björklund is Chairman of the board of directors at Acino Pharma AG, Swedish Orphan Biovitrum AB (SOBI) and Trimb Healthcare AB. He was also a director




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at Danisco A/S until its recent acquisition by Dupont, and was formerly a member of the boards of directors of Atos Medical AB, Coloplast A/S (CPH: COLO-B) and Kibion AB. Dr. Björklund received a Ph.D. in Neuroscience from Karolinska Institutet in Sweden. Dr. Björklund was chosen as a director because of his strong background and extensive experience in the healthcare industry. Dr. Björklund was formerly the Chairman of the board of Directors at H. Lundbeck A/S (CPH: LUN).

        Charles Harwood has served as a director since the completion of the IPO. Mr. Harwood has served as a healthcare industry advisor to Avista since 2007. Mr. Harwood previously served as the President and Chief Executive Officer of BioReliance Corp., a pharmaceutical services company engaged in biologic product testing and specialty toxicology testing, from April 2009 until March 2013, after its sale to Sigma-Aldrich Co. LLC in January 2012. Prior to that, Mr. Harwood was President and Chief Executive Officer of Focus Diagnostics, Inc. from 2002 until the company's sale in July 2006. From 1993 to 2001, Mr. Harwood held several positions, including Chief Financial Officer and Senior Vice President of Venture Development at Covance Inc., a drug development services company, where he led numerous acquisitions and divestitures, as well as the spin-off of Covance Inc. from Corning Inc. in January 1997. Prior to working at Covance Inc., Mr. Harwood worked in commercial real estate development and in the Medical Products Group of the Hewlett-Packard Company. He is the Chairman of the boards of directors of United BioSource Corporation, Inform Diagnostics and MPI




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Research, Inc., and previously served as MPI Research Inc.'s Chief Executive Officer. He also previously served as a director of BioReliance Corp., and as director and Chairman of the Audit Committee of INC Research Holdings, Inc. (NASDAQ: INCR). Mr. Harwood received a B.A. from Stanford University and an M.B.A. from Harvard Business School. Mr. Harwood was chosen as a director because of his extensive knowledge and experience in the healthcare industry.

        Brian Markison has served as a director since the completion of the IPO. Mr. Markison has been a healthcare industry advisor to Avista since September 2012. Mr. Markison has more than 30 years of operational, marketing, commercial development and sales experience with international pharmaceutical companies. He is currently the Chief Executive Officer of Osmotica Holdings, S.C.Sp.Pharmaceuticals plc (NASDAQ: OSMT). Prior to that he was the President and Chief Executive Officer and member of the board of directors of Fougera Pharmaceuticals Inc. from July 2011 to July 2012, a specialty pharmaceutical company in dermatology, prior to its sale to Sandoz Ltd., the generics division of Novartis AG. Before leading Fougera, Mr. Markison was Chairman and Chief Executive Officer of King Pharmaceuticals, Inc., which he joined as Chief Operating Officer in March 2004, and was promoted to President and Chief Executive Officer later that year and elected Chairman in 2007. Prior to joining King Pharmaceuticals, Inc., Mr. Markison held various senior leadership positions at Bristol-Myers Squibb Company, including President of Oncology, Virology and Oncology Therapeutics Network; President of Neuroscience, Infectious Disease and Dermatology; and Senior Vice President, Operational Excellence and Productivity. He serves as Chairman of the boards of Lantheus Holdings, Inc. (NASDAQ: LNTH), Osmotica Holdings, S.C.Sp.Pharmaceuticals plc (NASDAQ: OSMT) and Rosetta Genomics Ltd. and is on the boards of directors of Braeburn Pharmaceuticals, Inc. and Immunomedics, Inc. (NASDAQ: IMMU). He is also a director of the College of New Jersey. Mr. Markison received a B.S. degree from Iona College. Mr. Markison was chosen as a director because of his strong commercial and operational management background and extensive experience in the pharmaceutical industry.

        Robert O'Neil has served as a director since the completion of the IPO. Mr. O'Neil has served as a healthcare industry advisor to Avista since April 2015. Most recently, he was Worldwide Vice President of Business Development for Johnson & Johnson's Consumer Group of Companies from November 2002 to May 2014 and concurrently served as a Member of the Consumer Group Operating Committee and a member of the board for the Johnson & Johnson Development Corp. Previously, he was Vice President, Business Development, for Johnson & Johnson's Pharmaceutical Group from 1994 to November 2002. From 1991 to 1993, Mr. O'Neil was Senior Vice President, Sales, Marketing, New Product Development, for Ortho McNeil Pharmaceutical (a wholly-owned company of Johnson &




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Johnson). He was also a member of the board of directors of Trimb Healthcare AB. Prior to that role, Mr. O'Neil held various leadership positions in sales and marketing with Johnson & Johnson beginning in 1974. Mr. O'Neil currently serves as Chairman of the board of Kramer Laboratories, Inc. as well as on the boards of directors of OptiNose, Inc. (NASDAQ: OPTN) and Trimb Healthcare AB. Mr. O'Neil received a B.S. from the Stillman School of Business at Seton Hall University and a M.B.A. from the Tobin College of Business at St. John's University. Mr. O'Neil was chosen as a director due to his extensive experience in the pharmaceutical and healthcare industries.

Shareholder Communications

        The AHPAC Board has established a process for shareholders to send it communications. Shareholders may communicate with the AHPAC Board generally or a specific director at any time by writing to AHPAC's Secretary at Avista Healthcare Public Acquisition Corp., 65 East 55th Street, 18th Floor, New York, New York 10022. AHPAC reviews all messages received, and forwards any message that reasonably appears to be a communication from a shareholder about a matter of shareholder interest that is intended for communication to the AHPAC Board. Communications are sent as soon as practicable to the director to whom they are addressed, or if addressed to the AHPAC Board generally, to the Chairman of the AHPAC Board. Because other appropriate avenues of




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communication exist for matters that are not of shareholder interest, such as general business complaints or employee grievances, communications that do not relate to matters of shareholder interest are not forwarded to the AHPAC Board.

Director Independence

        NASDAQ listing standards require that a majority of the AHPAC Board be independent. An "independent director" is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the AHPAC Board, would interfere with the director's exercise of independent judgment in carrying out the responsibilities of a director.

        The AHPAC Board has determined that Messrs. Björklund, Harwood, Markison and O'Neil are "independent directors" as defined in Rule 10A-3 of the Exchange Act and the rules of the NASDAQ. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Board Leadership Structure and Role in Risk Oversight

        The AHPAC Board recognizes that the leadership structure and combination or separation of the Chief Executive Officer and Chairman roles is driven by the needs of AHPAC at any point in time. As a result, no policy exists requiring combination or separation of leadership roles and AHPAC's governing documents do not mandate a particular structure. This has allowed AHPAC's board the flexibility to establish the most appropriate structure for AHPAC at any given time. Currently, AHPAC's Chief Executive Officer and Chairman roles are separately held by Messrs. Burgstahler and Dean, respectively.

        The AHPAC Board is actively involved in overseeing AHPAC's risk management process. The AHPAC Board focuses on AHPAC's general risk management strategy and ensures that appropriate risk mitigation strategies are implemented by management. Further, operational and strategic presentations by management to the AHPAC Board include consideration of the challenges and risks of AHPAC's businesses, and AHPAC's Board and management actively engage in discussion on these topics. In addition, each of the AHPAC Board's committees considers risk within its area of responsibility. The audit committee is responsible for appointing, setting compensation and overseeing the work of the independent auditors. In recognition of this responsibility, the audit committee reviews




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and, in its sole discretion, pre-approves all audit and permitted non-audit services to be provided by the independent auditors as provided under the audit committee charter. In addition, AHPAC's Compensation Committee considers risk and structures AHPAC's executive compensation programs, if any, to provide incentives to appropriately reward executives for growth without undue risk taking.

Compensation Committee Interlocks and Insider Participation

        None of our officers currently serves, and in the past year has not served, as a member of the Board or compensation committee of an entity that has one or more executive directors serving on our Board.

Number and Terms of Office of Officers and Directors

        The AHPAC Board consists of six (6) members. Holders of the outstanding founder shares have the right to elect all of AHPAC's directors prior to consummation of its initial business combination and holders of AHPAC's public shares will not have the right to vote on the election of directors during such time. These provisions of AHPAC's amended and restated memorandum and articles of association may only be amended by a special resolution passed by the affirmative vote of a majority of at least 90% of AHPAC's ordinary shares votingrepresented in person or by proxy and entitled to vote thereon, and who vote thereon, at a general meeting. Each of AHPAC's directors hold office for a




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two-year term. Subject to any other special rights applicable to the shareholders, any vacancies on the AHPAC Board may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of the AHPAC Board or by a majority of the holders of the outstanding founder shares.

        AHPAC's officers are elected by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. The AHPAC Board is authorized to appoint persons to the offices set forth in its amended and restated memorandum and articles of association as it deems appropriate. AHPAC's amended and restated memorandum and articles of association provides that its officers may consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other offices as may be determined by the AHPAC Board.

Committees of AHPAC's Board

        The AHPAC Board has two standing committees: an Audit Committee and a Compensation Committee. Each of AHPAC's Audit Committee and AHPAC's Compensation Committee is composed solely of independent directors.

Audit Committee


        The members of our audit committee are Messrs. Harwood, Markison and O'Neil. Mr. Harwood serves as chairman of the audit committee.

        Each member of the audit committee is financially literate and the AHPAC Board has determined that Mr. Harwood qualifies as an "audit committee financial expert" as defined in applicable SEC rules.

        We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

•

the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;






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•

pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;



•

reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;



•

setting clear hiring policies for employees or former employees of the independent auditors;



•

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;



•

obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor's internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;



•

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and



•

reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or




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government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee


        The members of our Compensation Committee are Messrs. Markison and Harwood. Mr. Markison serves as chairman of the compensation committee. AHPAC adopted a Compensation Committee Charter which details the principal functions of the Compensation Committee, including:

•

reviewing and approving on an annual basis the corporate goals and objectives relevant to AHPAC's Chief Executive Officer's compensation, evaluating AHPAC's Chief Executive Officer's performance in light of such goals and objectives and determining and approving the remuneration (if any) of AHPAC's Chief Executive Officer's based on such evaluation;



•

reviewing and approving the compensation of all of AHPAC's other officers;



•

reviewing AHPAC's executive compensation policies and plans;



•

implementing and administering AHPAC's incentive compensation equity-based remuneration plans;



•

assisting management in complying with AHPAC's proxy statement and annual report disclosure requirements;



•

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for AHPAC's officers and employees;



•

producing a report on executive compensation to be included in AHPAC's annual proxy statement; and



•

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.




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        The Compensation Committee Charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by NASDAQ and the SEC.

Committee Membership, Board and Committee Meetings and Attendance

        Each of the Audit Committee and Compensation Committee of AHPAC's Board is comprised entirely of independent directors.

        From December 31, 2016 through December 31, 2017, AHPAC's Audit Committee held three meetings, at which all members of the Audit Committee were present. The Board or a committee thereof acted by way of unanimous written resolution nine times in fiscal year 2017. AHPAC's Compensation Committee did not hold meetings in fiscal year 2017 because none of our officers or directors were compensated in 2017.

Director Nominations

        AHPAC does not have a standing nominating committee, though it intends to implement one after the business combination.

        AHPAC is not prohibited from pursuing a business combination with a company that is affiliated with the sponsor, officers or directors. In the event AHPAC seeks to complete a business combination




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with such a company, AHPAC, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA, or from an independent accounting firm, that such a business combination is fair to AHPAC from a financial point of view.

        In the event that AHPAC submits its business combination to its public shareholders for a vote, the initial shareholders, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with AHPAC, to vote any founder shares held by them and any public shares purchased by them in favor of the business combination.

Limitation on Liability and Indemnification of Officers and Directors


        Cayman Islands law does not limit the extent to which a company's memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. AHPAC's amended and restated memorandum and articles of association provides for indemnification of its officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. AHPAC may purchase a policy of directors' and officers' liability insurance that insures its officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify its officers and directors.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.




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Executive Compensation


        For a discussion regarding certain the compensation of AHPAC's executive officers and directors, please see the section titled "Executive Compensation" beginning on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus.

Audit Committee Report


        AHPAC's Audit Committee has reviewed and discussed AHPAC's audited financial statements with management, and has discussed with AHPAC's independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board, which we refer to as "PCAOB". Additionally, AHPAC's Audit Committee has received the written disclosures and the letter from AHPAC's independent registered public accounting firm, as required by the applicable requirements of the PCAOB, and has discussed with the independent registered public accounting firm the independent registered public accounting firm's independence. Based upon such review and discussion, AHPAC's Audit Committee recommended to the AHPAC Board that the audited financial statements for the year ended December 31, 2017 be included in AHPAC's annual report on Form 10-K for the last fiscal year for filing with the SEC.

		Submitted by: Audit Committee of the AHPAC Board, Charles Harwood Brian Markison Robert O'Neil

        AHPAC presently occupies office space provided by an affiliate of the sponsor (the "affiliate"). The affiliate has agreed that, until AHPAC consummates a business combination, it will make such office space, as well as certain support services, available to AHPAC, as may be required by AHPAC




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from time to time. AHPAC will pay the affiliate an aggregate of $10,000 per month for such office space and support services.

        In order to preserve liquidity, as of April 30, 2017, the affiliate has agreed to defer payment of the monthly administrative fee under the Administrative Services Agreement until the initial business combination, at which time all such accrued but unpaid fees will be paid to the affiliate. AHPAC does not believe that it will need to raise additional funds during the next 12 months in order to meet the expenditures required for operating AHPAC's business. However, if AHPAC's estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, AHPAC may have insufficient funds available to operate its business prior to its initial business combination. Moreover, AHPAC may need to obtain additional financing either to complete its business combination or because it becomes obligated to redeem a significant number of the public shares upon completion of the business combination, in which case AHPAC may issue additional securities or incur debt in connection with such business combination. AHPAC believes that it has sufficient funds available to complete its efforts to effect a business combination with an operating business by October 14, 2018, which is 24 months from the closing of the IPO.

Fees and Services


        Marcum LLP has audited AHPAC's financial statements for the fiscal year ended December 31, 2017. The following is a summary of fees paid or to be paid to Marcum LLP for services rendered in fiscal year 2017.

        Audit Fees.    Audit fees consist of fees billed for professional services rendered for the audit of AHPAC's year-end financial statements and services that are normally provided by Marcum LLP in




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connection with regulatory filings. The fees billed by Marcum LLP for professional services rendered for the audit of AHPAC's annual financial statements, review of the financial information included in AHPAC's forms 10-Q for the respective periods, the registration statement, the Form 8-K filed in connection with the closing of the IPO and other required filings with the SEC for the period from December 4, 2015 (inception) through December 31, 2017 totaled $157,451. The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings.

        Audit-Related Fees.    Audit-related services consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of AHPAC's financial statements and are not reported under "Audit Fees." These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. During the year ended December 31, 2017, professional services rendered with regards to the consents included in our Registration Statements on Forms S-4 and S-4/As filed during the year totaled $31,380.

        Tax Fees.    AHPAC did not pay Marcum LLP for tax planning and tax advice for the period from December 4, 2015 (inception) through December 31, 2017.

        All Other Fees.    AHPAC did not pay Marcum LLP for any other services for the period from December 4, 2015 (inception) through December 31, 2017.

        AHPAC's Audit Committee has determined that the services provided by Marcum LLP are compatible with maintaining the independence of Marcum LLP as AHPAC's independent registered public accounting firm.

Pre-Approval Policy


        AHPAC's Audit Committee has approved all of the foregoing services. AHPAC's Audit Committee will pre-approve all future auditing services and permitted non-audit services to be performed for AHPAC by its auditors, including the fees and terms thereof (subject to thede minimis exceptions for non-audit services described in the Exchange Act which are approved by AHPAC's Audit Committee prior to the completion of the audit).




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AHPAC'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


        The following discussion and analysis should be read in conjunction with the financial statements and related notes of AHPAC included elsewhere in this consent solicitation/joint proxy statement/prospectus. This discussion contains forward-looking statements reflecting AHPAC's current expectations, estimates and assumptions concerning events and financial trends that may affect AHPAC's future operating results or financial position. Actual results and timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements."

Overview


        AHPAC is a blank check company incorporated in the Cayman Islands on December 4, 2015 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses with one or more target businesses. AHPAC intends to effectuate a business combination using cash from the proceeds of the IPO, the sale of an aggregate of 16,400,000 private placement warrants at a price of $0.50 per warrant (a purchase price of $8,200,000) that occurred simultaneously with the closing of the IPO, proceeds from the equity financing, if any, debt, or a combination of cash, equity and debt.

        As indicated in the accompanying condensed financial statements, at June 30, 2018, AHPAC held cash of $64,411, had current liabilities of $5,896,098 and deferred underwriting compensation of $10,850,000. AHPAC expects to continue to incur significant costs in the pursuit of AHPAC's acquisition plans. AHPAC cannot assure you that its plans to complete a business combination will be successful.

Recent Developments


Previously Proposed Business Combination

        On August 21, 2017, AHPAC, Merger Sub, NewCo, Envigo, and Jermyn Street Associates, LLC, solely in its capacity as Shareholder Representative, entered into the Transaction Agreement, which provided for a proposed business combination between the Company and Envigo.

Termination

        On February 14, 2018, AHPAC and Envigo entered into the Mutual Termination Agreement pursuant to Section 7.1(a) of the Transaction Agreement, pursuant to which the Transaction Agreement was terminated effective as of February 14, 2018. AHPAC intends to continue to pursue a business combination.

NASDAQ Notice

        On January 4, 2018, we received the Notification Letter notifying us that we no longer comply with the Rules because we did not hold an annual meeting of shareholders within twelve months of the end of our fiscal year ended December 31, 2016.

        On February 21, 2018, in response to the plan we submitted to the Listing Qualifications Department of NASDAQ in response to the Notification Letter on February 20, 2018, we received a letter from the staff of the Listing Qualifications Department of NASDAQ notifying us that we have been granted an extension until June 29, 2018 to regain compliance with the Rules by holding an annual meeting of shareholders. On June 28, 2018, we held our annual meeting of shareholders.




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        On June 29, 2018, we received a notice from NASDAQ stating that as a result of the Annual General Meeting held on June 28, 2018, we are now in compliance with the Rules.

Proposed Organogenesis Business Combination

        On August 17, 2018, AHPAC and Merger Sub entered into the Merger Agreement with Organogenesis, pursuant to which, among other things and subject to the terms and conditions contained in the Merger Agreement, (i) AHPAC will transfer by way of continuation out of the Cayman Islands into the State of Delaware or domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended and the Cayman Islands Companies Law (2018 Revision) and (ii) AHPAC Merger Sub will merge with and into Organogenesis, the separate corporate existence of Merger Sub will cease and Organogenesis will be the surviving corporation and a direct wholly-owned subsidiary of AHPAC. For more information about the transactions contemplated in the Merger Agreement, please see the section entitled "The Merger Agreement." A copy of the Merger Agreement, including each amendment thereto through the date hereof is attached to this consent solicitation/joint proxy statement/prospectus as Annex A.

        Pursuant to AHPAC's existing memorandum and articles of association, AHPAC was obligated to redeem all of AHPAC's public shares if the business combination was not consummated prior to October 14, 2018. AHPAC did not consummate a business combination prior to October 14, 2018, and as of October 31, 2018, all of AHPAC's outstanding public shares were redeemed.

Results of Operations


        For the year ended December 31, 2017, we had net losses of $2,093,913. For the year ended December 31, 2016, we had losses of $208,698. For the period from December 4, 2015 (inception) through December 31, 2015 we had losses of $25,162.

        For the three months ended June 30, 2018 AHPAC had net income of $356,988, which consisted of interest/dividend income from the trust account of $1,299,515 and operating costs of $942,527. For the three months ended June 30, 2017 AHPAC had net income of $380,334, which consisted of interest/dividend income from the trust account of $602,142 and operating costs of $221,808. For the six months ended June 30, 2018 AHPAC had net income of $221,335, which consisted of interest/dividend income from the trust account of $2,322,684 and operating cost of $2,101,349. For the six months ended June 30, 2017 AHPAC had net income of $521,197, which consisted of interest income from the trust account of $961,653 and operating cost of $440,456.

        Our business activities from inception through June 30, 2018 consisted solely of completing the IPO and identifying and evaluating prospective acquisition targets for a business combination. AHPAC will not generate any operating revenues until after completion of the business combination at the earliest. Starting in January 2017, AHPAC began generating non-operating income in the form of interest income on the funds held in the trust account. There has been no significant change in AHPAC's financial or trading position and no material adverse change has occurred since the date of AHPAC's financial statements. AHPAC incurs expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses related to its acquisition plans. We believe that we have sufficient funds available to complete our efforts to effect a business combination with an operating business by October 14, 2018, or any extended date as described above.business.

Liquidity and Capital Resources


        As of June 30, 2018 AHPAC had cash of $64,411 and a working capital deficit of $5,735,632.

        At June 30, 2018, $314,820,605 was held in the trust account and consisted of cash and money market funds.




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        On December 14, 2015, AHPAC's sponsor purchased 8,625,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. In October 2016, the sponsor transferred 50,000 founder shares to each of our independent directors at their original per share purchase price.




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In addition, at such time, each of our independent directors purchased an additional 421,250 Founder Shares from our Sponsor at their original purchase price.

        On October 14, 2016, AHPAC consummated its IPO of 30,000,000 units, each unit consisting of one AHPAC Class A ordinary share and one warrant to purchase one-half of one AHPAC Class A ordinary share. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $300,000,000. AHPAC granted the underwriters a 45-day option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the "Over-allotment Option"). On November 28, 2016, the underwriters partially exercised the Over-allotment Option, and AHPAC sold an additional 1,000,000 units at a price of $10.00 per unit, generating an additional $10,000,000 of gross proceeds.

        On October 14, 2016, simultaneously with the consummation of the IPO, AHPAC completed a private placement of an aggregate of 16,000,000 private placement warrants to the sponsor and AHPAC's independent directors, at a purchase price of $0.50 per warrant, generating gross proceeds of $8,000,000. On November 28, 2016, the initial shareholders purchased an additional 400,000 private placement warrants at a price of $0.50 per warrant (or an aggregate purchase price of $200,000) in conjunction with the exercise of the Over-allotment Option. Following the partial exercise of the Over-allotment Option, 875,000 founder shares were forfeited in order to maintain the ownership of the initial shareholders at 20% of the issued and outstanding ordinary shares. On November 28, 2016, the sponsor sold 161,180 founder shares and 350,114 private placement warrants to one of AHPAC's independent directors at their original purchase price. On July 5, 2017, the sponsor sold 186,320 founder shares and 404,723 private placement warrants to one of AHPAC's independent directors at their original per share purchase price.

        A total of $310,000,000 of the net proceeds from the IPO and the sale of the private placement warrants was deposited in the trust account. Remaining proceeds of approximately $2,000,000 were used to repay the sponsor note and accrued offering and formation costs, and the remainder was deposited in AHPAC's operating account and is available for working capital purposes.

        On October 4, 2018, at the EGM, the holders of 30,798,019 AHPAC intendsClass A ordinary shares indicated that they wished to use substantially allexercise their right under AHPAC's memorandum and articles of association to redeem their shares for cash at a redemption price of approximately $10.20 per share, for an aggregate redemption amount of approximately $314,258,591.61. These shares were redeemed. Due to its inability to consummate an initial business combination within the time period required by AHPAC's memorandum and articles of association, AHPAC redeemed the remaining outstanding public shares as of October 31, 2018. As of the close of business on October 31, 2018, the remaining public shares were deemed cancelled and represent only the right to receive the redemption amount. In order to provide for the disbursement of funds held infrom the trust account, including any amounts representing interest earnedAHPAC instructed the trustee on the trust account (which interest shall be net of taxes payable and excluding deferred underwriting commissions)October 30, 2018, to complete the business combination. AHPAC may withdraw interest to pay taxes, if any. AHPAC's annual income tax obligations will depend on the amount of interest and other income earned on the amounts held inimmediately liquidate the trust account. To the extent that AHPAC's ordinary shares or debt is used, in whole or in part, as consideration to complete the business combination, the remainingThe proceeds held inof the trust account will be used as working capitalheld in a noninterest-bearing account while awaiting disbursement to finance the operationsholders of the targetpublic shares. Holders of public shares will have their shares redeemed for their pro rata portion of the proceeds of the trust account by the transfer agent. AHPAC estimates that the per-share redemption price for the remaining public shares will be approximately $10.30. The public shares ceased trading as of the close of business on October 30, 2018, in order to allow time for the settlement of trades and as a result of a trading suspension by NASDAQ. The redemption amount will be paid as promptly as possible after the close of business on October 31, 2018. There will be no redemption rights or businesses, make other acquisitions and pursue our growth strategies.liquidating distributions with respect to the AHPAC's warrants, which remain outstanding.

        AHPAC will use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the




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offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay taxes to the extent the interest earned on the trust account is not sufficient to pay our taxes. Such expenses may be significant, and we expect that a portion of these expenses will be paid upon completion of the business combination.

        In order to fund working capital deficiencies or finance transaction costs in connection with an intended business combination, AHPAC issued to the sponsor on August 11, 2017, as amended and restated on May 3, 2018, an unsecured promissory note pursuant to which AHPAC is permitted to borrow up to $600,000 in aggregate principal amount. As of June 30, 2018, AHPAC has borrowed $475,000 under such note. This note is non-interest bearing and payable on the earlier of October 14, 2018 or the closing of the business combination. In the event that the business combination does not close, AHPAC may use a portion of the working capital held outside the trust account to repay such




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loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $0.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to AHPAC's initial shareholders. The terms of such loans by AHPAC's officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. AHPAC does not expect to seek loans from parties other than the sponsor or an affiliate of the sponsor, as AHPAC does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in AHPAC's trust account.

        AHPAC has 24 months after the closing date of its IPO to complete a business combination, or until February 15, 2019 if the extension is approved. If AHPAC does not complete a business combination within this time period, AHPAC shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest, net of tax (less up to $50,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the shareholder rights of owners of AHPAC Class A ordinary shares (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to AHPAC's obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Administrative Services Agreement


        For a discussion of the arrangements under AHPAC's Administrative Services Agreement, please see the section entitled "Certain Relationships and Related Transactions—AHPAC's Related Proxy Transactions—Administrative Services Agreement" beginning on page [    ·    ] of this consent solicitation/joint proxy statement/prospectus.

Off-balance sheet financing arrangements

        As of June 30, 2018, AHPAC did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K. AHPAC does not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. AHPAC has not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual obligations

        As of June 30, 2018, AHPAC does not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than under the Administrative Services Agreement to reimburse the affiliate for office space, secretarial and administrative services provided to AHPAC in an amount not to exceed $10,000 per month. Upon completion of a business combination or AHPAC's liquidation, AHPAC will cease paying these monthly fees. In order to preserve liquidity, as of April 30, 2017, the affiliate has agreed to defer payment of the monthly administrative fee under the Administrative Services Agreement until the initial business combination, at which time all such accrued but unpaid fees will be paid to the affiliate.

        The underwriters are entitled to underwriting discounts and commissions of 5.5%, of which 2% ($6,200,000) was paid at the closing at the Public Offering and Over-allotment Option, and 3.5%




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($10,850,000) was deferred. The deferred underwriting discount will become payable to the




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underwriters from the amounts held in the trust account solely in the event that AHPAC completes an initial business combination, subject to the terms of the underwriting agreement. The underwriters are not entitled to any interest accrued on the deferred underwriting discount.

        AHPAC has no operating history and has liquidated its trust account. As such, there is a risk that AHPAC will be unable to continue as a going concern if it does not consummate the business combination. AHPAC is a blank check company which has redeemed all of its outstanding public shares and liquidated its trust account. If the business combination is not consummated, AHPAC will have limited assets, and limited ability to engage in an alternative transaction.

Critical Accounting Policies


        The preparation of condensed financial statements and related disclosures in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. AHPAC has identified the following as its critical accounting policies:

Recent Accounting Pronouncements

        Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Offering Costs

        AHPAC complies with the requirements of Accounting Standards Codification ("the ASC") 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A—"Expenses of Offering". AHPAC incurred offering costs in connection with the IPO of $833,589, primarily consisting of accounting and legal services, securities registration expenses and exchange listing fees. These costs, along with paid and deferred underwriting commissions totaling $17,050,000, were charged to additional paid-in capital at the close date of the IPO.

Redeemable Ordinary Shares

        The AHPAC Class A ordinary shares subject to possible redemption will be recorded at redemption value and classified as temporary equity in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 480,Distinguishing Liabilities from Equity. AHPAC will proceed with a business combination only if it has net tangible assets of at least $5,000,001 upon consummation of the business combination and, in the case of a shareholder vote, a majority of the outstanding ordinary shares voted are voted in favor of the business combination. Accordingly, at June 30, 2018 and December 31, 2017, 28,874,489 and 29,067,145, respectively, of 31,000,000 AHPAC Class A ordinary shares were classified outside of permanent equity at their redemption value.

Quantitative and Qualitative Disclosures About Market Risk


        All AHPAC's activity through June 30, 2018 related to its formation and the preparation for the IPO and identifying, evaluating and underwriting prospective acquisition targets for a business combination. On June 28, 2018, the net proceeds of the IPO and the sale of the private placement warrants held in the trust account were invested in a qualified Money Market Fund within the meaning of section 2(a)(16) of the Investment Company Act of 1940. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.




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        At June 30, 2018, $314,820,605 was held in the trust account for the purposes of consummating a business combination. IfOn October 4, 2018, at the EGM, the holders of 30,798,019 AHPAC completesClass A ordinary shares indicated that they wished to exercise their right under AHPAC's memorandum and articles of association to redeem their shares for cash at a redemption price of approximately $10.20 per share, for an aggregate redemption amount of approximately $314,258,591.61. These shares were redeemed. Due to its inability to consummate an initial business combination within 24 months afterthe time period required by AHPAC's memorandum and articles of association, AHPAC redeemed the remaining outstanding public shares as of October 31, 2018. As of the close date of business on October 31, 2018, the IPO,remaining public shares were deemed cancelled and represent only the right to receive the redemption amount. In order to provide for the disbursement of funds infrom the trust account, AHPAC instructed the trustee on October 30, 2018, to immediately liquidate the trust account. The proceeds of the trust account will be usedheld in a noninterest-bearing account while awaiting disbursement to paythe holders of the public shares. Holders of public shares will have their shares redeemed for their pro rata portion of the proceeds of the trust account by the transfer agent. AHPAC estimates that the per-share redemption price for the remaining public shares will be approximately $10.30. The public shares ceased trading as of the close of business combination, redemptionson October 30, 2018, in order to allow time for the settlement of AHPAC Class A ordinary shares, if any,trades and as a result of a trading suspension by NASDAQ. The redemption amount will be paid as promptly as possible after the deferred underwriting compensationclose of $10,850,000 and accrued expenses relatedbusiness on October 31, 2018. There will be no redemption rights or liquidating distributions with respect to the business combination. Any funds remaining will be made available to us to provide working capital to finance AHPAC's operations.warrants, which remain outstanding.




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INFORMATION ABOUT ORGANOGENESIS


        Unless the context otherwise requires, for purposes of this section, the terms "we," "us," "the Company," "Organogenesis" or "our company" refer to Organogenesis Inc. and its subsidiaries as they currently exist.

Overview

        Organogenesis is a leading regenerative medicine company focused on the development, manufacture and commercialization of solutions for the Advanced Wound Care and Surgical & Sports Medicine markets. Our products have been shown through clinical and scientific studies to support and in some cases accelerate tissue healing and improve patient outcomes. We are advancing the standard of care in each phase of the healing process through multiple breakthroughs in tissue engineering and cell therapy. Our solutions address large and growing markets driven by aging demographics and increases in comorbidities such as diabetes, obesity, cardiovascular and peripheral vascular disease and smoking. We offer our differentiated products and in-house customer support to a wide range of health care customers including hospitals, wound care centers, government facilities, ASCs and physician offices. Our mission is to provide integrated healing solutions that substantially improve medical outcomes and the lives of patients while lowering the overall cost of care.

        We offer a comprehensive portfolio of products in the markets we serve that address patient needs across the continuum of care. We have and intend to continue to generate data from clinical trials, real world outcomes and health economics research that validate the clinical efficacy and value proposition offered by our products. The majority of the existing and pipeline products in our portfolio have PMA approval, BLA approval or 510(k) clearance from the FDA. Given the extensive time and cost required to conduct clinical trials and receive FDA approvals, we believe that our data and regulatory approvals provide us a strong competitive advantage. Our product development expertise and multiple technology platforms provide a robust product pipeline, which we believe will drive future growth.

        Historically we have concentrated our efforts in the Advanced Wound Care market. In 2017, we acquired NuTech Medical which further expanded our wound care portfolio and broadened our addressable market to include the Surgical & Sports Medicine market. We believe the expanded product portfolio facilitated by this acquisition is enhancing the ability of our sales representatives to reach and penetrate customer accounts, contributing to strong growth over time.

        In the Advanced Wound Care market, we focus on the development and commercialization of advanced wound care products for the treatment of chronic and acute wounds, primarily in the outpatient setting. We have a comprehensive portfolio of regenerative medicine products, capable of supporting patients from early in the wound healing process through to wound closure regardless of wound type. Our Advanced Wound Care products include Apligraf for the treatment of VLUs and DFUs; Dermagraft for the treatment of DFUs; PuraPly AM to address biofilm across a broad variety of wound types; and Affinity and NuShield to address a variety of wound sizes and types. We have a highly trained and specialized direct wound care sales force paired with exceptional customer support services.

        In the Surgical & Sports Medicine market, we focus on products that support the healing of musculoskeletal injuries, including degenerative conditions such as OA and tendonitis. We are leveraging our regenerative medicine capabilities in this attractive, adjacent market. Our Surgical & Sports Medicine products include ReNu for in-office joint and tendon applications; NuCel for bony fusion in the spine and extremities; NuShield and Affinity for surgical application in targeted soft tissue repairs; and PuraPly AM for surgical treatment of open wounds. We currently sell these products through independent agencies and our growing direct sales force.




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        As of June 30, 2018, we had approximately 680 employees worldwide. For the six months ended June 30, 2018, we generated revenue of $79.1 million, which represents an 16% decrease over the same period in 2017. For the six months ended June 30, 2018, we incurred operating expenses of $84.3 million, which represents a 28% increase over the same period in 2017. For the year ended December 31, 2017, we generated revenue of $198.5 million, which represented a 43% increase over 2016 and a 100% increase over 2015. For the year ended December 31, 2017, we incurred operating expenses of $142.8 million, which represented a 44% increase over 2016 and a 98% increase over 2015.

Competitive Strengths


        We believe we have several unique strengths that have been instrumental to our success and position us well for future growth:

•

Leader in Regenerative Medicine Technology with Strong Brand Recognition.  Given our extensive history in regenerative medicine, we have strong brand recognition and market leading positions across our portfolio, which includes flagship products Apligraf, Dermagraft and PuraPly AM, as well as our amniotic products NuCel, NuShield, ReNu and Affinity. Organogenesis is well recognized as an innovator that has advanced the science of regenerative medicine, as well as the methodology to manufacture living technology at large commercial scale and ship it worldwide. We first entered the market in 1998 with Apligraf, which is still considered one of the major breakthroughs of the Company in the regenerative medicine market, and a leader in the VLU market. In addition, our product, Dermagraft, has been on the market for over 15 years and is a well-known brand in the global regenerative medicine market. NuTech Medical has an established track record in the regenerative medicine category of the Surgical & Sports Medicine market and its products have a strong presence in this market.



•

Well-Positioned in Large, Attractive and Growing Global Markets—Advanced Wound Care and Surgical & Sports Medicine.  We believe both markets will continue to see accelerated growth given favorable global demographics that include an aging population and the greater incidence of comorbidities such as diabetes, obesity, and cardiovascular and peripheral vascular disease and smoking. We believe there is growing adoption of regenerative medicine products by the physician community due to their clinical superiority and cost effectiveness for all major stakeholders compared to traditional products.



•

Comprehensive Suite of Products to Address the Clinical and Economic Needs of Wound Care Patients and Providers.  Our comprehensive portfolio of wound care products allows physicians to personalize solutions to meet the needs of individual wound care patients. We engage with the physician at the earliest incidence of the patient's healing process with our PuraPly AM product, which has antimicrobial properties that are beneficial for most types of wounds. If the underlying healing issues persist, we offer an array of bioactive products customizable for various sizes and types of wounds. The breadth of our portfolio gives us flexibility to offer products at various prices to accommodate both the clinical and economic factors that may impact purchasing decisions. Our products can address varying reimbursement levels depending on the type of wound, the payer, and geographic differences in payer payment rates. Our experienced wound care sales force is highly trained to assist clinicians to effectively deploy the full complement of our wound care products.



•

Large and Growing Body of Clinical Data and FDA Approved Products.  We have a deep body of scientific, clinical and real world outcomes data, including over 200 publications that review the technical and clinical attributes of our products. The majority of the existing and pipeline products in our product portfolio have FDA regulatory approval, including PMA approval, BLA approval or 510(k) clearance. Given the extensive time and cost required to conduct clinical




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trials and receive FDA approval, we believe our data and regulatory approvals provide us a strong competitive advantage.

•

Robust and Extensive Relationships Across the Continuum of Care.  We have established robust and extensive customer relationships across the entire continuum of care including hospitals, wound care centers, government facilities, ASCs and physician offices to sell our broad portfolio of products. We serve more than 4,000 health care facilities, hospital systems, IDNs and GPOs. In addition, we have developed important relationships with physicians, nurses, and other key decision makers as well as third-party payers. Given these relationships across the continuum of care, we believe we are well positioned to increase our penetration in the Advanced Wound Care market and leverage those relationships in the Surgical & Sports Medicine market.



•

Differentiated In-house Customer Support Capabilities Including Third-Party Reimbursement Support.  We strengthen our customer relationships with extensive in-house customer support capabilities. Through our dedicated team of experienced professionals, our "Circle of Care" program provides in-house third-party reimbursement, medical and technical support. We believe our customer support capabilities differentiate us from many of our competitors who may outsource these critical services to third parties.



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Established and Scalable Regulatory, Manufacturing and Commercial Infrastructure.  We have developed significant in-house expertise on the regulatory approval process that is based on our successful management of multiple products through various FDA approval pathways including PMA approval, BLA approval and 510(k) clearance. We have also developed rigorous and proven FDA compliant manufacturing, distribution and logistics capabilities. We pair our operational capabilities with a strong commercial team of sales and marketing professionals. Our established regulatory, operational and commercial infrastructure provides a firm foundation for growth as we continue to scale our business.



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Extensive Executive Management Experience in Regenerative Medicine.  Our executive management team has extensive experience in the regenerative medicine industry, boasting over 70 years of collective experience in the space. This experience allows us to operate from a deep understanding of the underlying trends in regenerative medicine and the intertwined scientific, clinical, regulatory, commercial and manufacturing issues that drive success in the industry.

Our Business Strategy


        We believe the following strategies will play a critical role in our future growth:

•

Drive Penetration in the Fast Growing Advanced Wound Care Market.  We intend to leverage our comprehensive product portfolio and relationships with key constituents to deepen our presence in the Advanced Wound Care market. In addition, with the acquisition of NuTech Medical, we acquired products that give us access to the rapidly growing amniotic category of the wound care market. We believe the breadth and flexibility of the portfolio we now offer will allow us to address a wide variety of wound types, sizes, and reimbursement levels, offering significant new opportunities for growth. Furthermore, we believe our expanded product portfolio is enhancing the ability of our sales representatives to reach and penetrate customer accounts, contributing to strong growth over time. Additionally, we believe there is significant room for expansion of the Advanced Wound Care market as a whole and our wound biologics product category in particular as more physicians and payers are educated about the benefits of regenerative medicine technologies versus traditional therapies. We continue to invest to support physician and payer education as well as preclinical and clinical trials, real-world evidence, and other research to confirm the benefits of our products. We will continue to seek expanded payer coverage for all of our products, particularly PuraPly AM, NuShield and Affinity for which we do not yet have the broad commercial payer coverage enjoyed by Apligraf and Dermagraft.




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•

Expand into Surgical & Sports Medicine Market.  We entered the Surgical & Sports Medicine market with the acquisition of NuTech Medical and its established and leading presence in amniotic products. We plan to accelerate penetration into this market by leveraging our established commercial and operational infrastructure and building out our direct sales force to supplement our independent sales agencies. We also expect there are significant opportunities to cross-sell within our established customer bases in both the Advanced Wound Care and Surgical & Sports Medicine markets. We believe that the potential of regenerative medicine in the Surgical & Sports Medicine market, particularly with respect to chronic inflammatory and degenerative conditions, presents a strong long-term opportunity. Given our experience in the Advanced Wound Care market and regenerative medicine in general, we believe we are well positioned to capture this opportunity.



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Launch Robust Pipeline of Products and Drive Innovation With a Proven Research and Development Platform.  We have a robust pipeline of products in both the Advanced Wound Care and Surgical & Sports Medicine markets that we expect to launch in the near term. We expect these products will deepen our portfolios and allow us to address additional clinical applications. In addition, we anticipate our ongoing efforts to complete clinical studies and publish research regarding our products will further enhance physician and payer receptiveness to our products over time. Our proven research and development capabilities and established technology platforms also support a robust and adaptable product pipeline for future applications.



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Expand Sales Force and Increase Sales Productivity and Geographic Reach.  We plan to expand the reach and penetration of our products by growing our sales organization to serve the Advanced Wound Care and Surgical & Sports Medicine markets. This expansion should allow us to achieve more focused and effective sales coverage for specific market categories, broaden our geographic footprint, and leverage our expanding relationships with large hospital systems and GPOs. We also plan to increase our focus on sales outside of the United States, including the European Union, Asia and the Middle East. Currently, substantially all of our sales are in the United States.



•

Supplement Organic Growth Through Selective Acquisitions.  We have demonstrated our ability to successfully identify and integrate assets that complement our strategy through the acquisitions of Dermagraft and TransCyte from Shire and our amniotic products from NuTech Medical. We continue to evaluate tuck-in acquisitions which complement our existing portfolios in both the Advanced Wound Care and Surgical & Sports Medicine markets and will leverage our established commercial and manufacturing infrastructure.

Industry Overview


        We focus our efforts on medical conditions that involve difficult to heal wounds and musculoskeletal injuries. Healing difficulties may arise from a variety of causes and in various types of tissue and anatomic areas. Impaired healing is commonly associated with an inability to move beyond the inflammatory stages of healing, resulting in a chronic wound or injury, an ongoing inflammatory cycle, and an inability to achieve normal tissue healing. Biofilm and other infectious conditions also play a key role in disrupting wound healing processes. Regenerative medicine is a collection of technologies aimed at generating tissue as close as possible to native or natural tissue, to replace damaged tissue and to fill or replace defects. Demand for these technologies is increasing as physician understanding of the underlying wound healing processes grows and as demographic and population health trends result in the increased prevalence of systemic comorbidities that contribute to healing problems throughout the body.




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        Our products use regenerative medicine technologies to provide solutions in the Advanced Wound Care and Surgical & Sports Medicine markets.

        Key drivers of growth in these two markets include:

•

favorable global demographics and aging population;



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greater incidence of comorbidities that contribute to impaired healing, such as diabetes, obesity, cardiovascular and peripheral vascular disease and smoking; and



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increasing acceptance of advanced technologies to treat complex wounds and musculoskeletal injuries.

Advanced Wound Care Market

        Wounds represent a large and growing burden on the public health as well as a significant cost to the health care system. Wounds are divided into two primary types, chronic and acute. It is estimated that approximately 80 million patients suffer from chronic and acute wounds globally each year, excluding surgical incisions. Chronic wounds account for most of the expense due to their complexity and length of treatment.

Chronic Wounds


        Chronic wounds are wounds that have not appropriately closed after four weeks of treatment with traditional treatment such as dressings. Chronic wounds include:

•

VLUs:  wounds that occur in the leg veins when blood does not circulate properly to the heart.



•

DFUs:  open sores or wounds that occur in patients with diabetes and are commonly located on the bottom of the foot.



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Pressure Ulcers:  localized injuries to the skin and/or underlying tissues as a result of pressure or pressure in combination with shear.



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Surgical Wounds:  acute wounds caused by surgical incisions that become chronic wounds if they do not heal properly.

        While the underlying etiology of these chronic wounds are different, at a cellular level many of the problems that result in failed healing are the same. These include uncontrolled inflammatory processes, shortages of cell types and growth factors secreted by cells that are critical to healing, and that result in disrupted cell signaling pathways.

Acute Wounds


        An acute wound is an injury that causes a rapid break in the skin and sometimes the underlying tissue. Acute wounds can be traumatic wounds, such as abrasions, lacerations, penetrating injuries and burns, or surgical wounds from surgical incisions. In contrast to chronic wounds, which would normally heal but stall due to biologic factors, acute wounds are so severe that they overwhelm the body's normal healing capacity. Biofilm and other infectious conditions, particularly in acute wounds with a high risk of infection such as open fractures, may also pose challenges to the healing of acute wounds. According to BioMed GPS, in 2016 there were approximately 430,000 open traumatic wounds. In 2016, it is estimated that there were more than 500,000 burns that required medical treatment and approximately 40,000 burns required hospitalization.




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Relative Prevalence of Wounds


        Our customers in outpatient wound care facilities are faced with a wide variety of types of wounds with different anatomical locations and underlying causes. Based on a retrospective cohort study of data from wound care centers from June 2008 and June 2012, the distribution of wound types in hospital outpatient wound care centers is detailed below:


Distribution of Wound Types*




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*

Based on a September 2013 JAMA Dermatology published retrospective cohort study.

        Due to the breadth of our wound care portfolio, our products are able to address both chronic and acute wounds across all of these wound types.

Our Solution


        The wound care market includes traditional dressings such as bandages, gauzes and ointments and advanced wound care products such as mechanical devices, advanced dressings and biologics. These advanced wound care products target chronic and acute wounds not adequately addressed by traditional therapies. Our products are primarily classified as skin substitutes, which fall within the biologics category of the Advanced Wound Care market.

        According to MedMarket Diligence, the global Advanced Wound Care market was estimated to be approximately $7.3 billion in 2014 and consists of several product categories including advanced dressings, antimicrobial dressings, devices such as negative pressure wound therapy, or NPWT, and




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biologics such as skin substitute and growth factors. The approximate breakdown for these product categories in 2014 is set forth below.


Advanced Wound Care Market




        According to MedMarket Diligence, the overall Advanced Wound Care market is expected to grow at a compound annual growth rate, or CAGR, of 7.7% through 2024.

        Wound biologics represents one of the smallest segments of the Advanced Wound Care market, but is the fastest growing and has seen the highest level of innovation. The worldwide wound biologics market, which includes skin substitutes and growth factors, was estimated by Technavio to be approximately $1.2 billion in 2016, of which skin substitute products are estimated to represent almost $700 million.⁽⁹⁾ Skin substitutes, bioengineered or biologic grafts that cover skin defects and support healing, are one of the fastest growing categories of the Advanced Wound Care market. This market grew from almost $600 million in 2015 to almost $700 million in 2016 at an annual growth rate of 14.3%. Going forward, the skin substitute market is projected to grow at a CAGR of more than 14.5% between 2016 and 2020, reaching $1.15 billion by 2020, as patients with hard to heal wounds transition from other therapies to skin substitute treatment.

        We expect this market to continue to grow at a rapid rate as physicians are educated about the use of these products and understand the benefits as compared to other currently marketed products, payers incentivize doctors to use more cost effective treatments, patients demand more effective treatment solutions and advanced wound care becomes more common outside of the United States. We also believe that adoption of these products will increase as clinical evidence supporting the benefits of skin substitutes over traditional therapies continues to grow. Skin substitutes have demonstrated improved chronic and acute wound healing rates at a lower overall cost than the current standard of care. In a matched cohort study we commissioned, Medicare treatment costs for DFUs treated with Apligraf were $5,253 (p=0.49) lower per patient than the standard of care and for DFUs treated with Dermagraft, these costs were $6,991 (p=0.84) lower per patient than the standard of care.

   

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⁽⁹⁾

Technavio (2016), Global Bioactive Wound Care Market Report, retrieved September 13, 2017, from EMIS Professional Database




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        Our products compete with other skin substitutes as well as other advanced wound care products such as NPWT and growth factors. Due to its market position as a skin substitute with antimicrobial properties appropriate for the treatment of wounds with biofilm or otherwise at high risk of infection, our PuraPly AM product also competes with antimicrobial dressings. Antimicrobial wound products have historically represented a more than $1 billion annual market. We are a market leader in the antimicrobial skin substitute market, and have supported the expansion of that market with our comprehensive marketing and educational campaigns.

        Finally, the skin substitute market remains substantially underpenetrated. According to BioMed GPS, over 8.3 million wounds require medical care in the United States each year, and over 3.3 million of those wounds are difficult to heal wounds where traditional therapies are unlikely to succeed. Despite this vast need and the proven advantages of advanced wound care products in general and skin substitutes in particular, only 135,000 patients, or less than five percent, are treated with skin substitutes each year. Our internal estimates indicate that if the potentially addressable market were completely penetrated today, annual skin substitute revenue in the United States alone could exceed $9 billion.

        We believe that we are well positioned in the skin substitute market as adoption continues to increase. According to BioMed GPS, we are one of the three largest skin substitute companies in the United States and we have an experienced and established sales force with deep relationships with clinicians, wound care centers and hospitals. We also have a diverse array of products to address the different varieties of wounds throughout the wound healing process.

Surgical & Sports Medicine Market

        The same demographic trends that are driving the growth of the wound care market are also driving growth in the Surgical & Sports Medicine market. This market has seen an increase in surgical volumes in part due to a higher incidence of comorbidities and chronic inflammatory and degenerative conditions, such as OA and tendonitis. This volume increase is fostering increased interest in regenerative medicine products, as they can help support healing and improve outcomes in older and more challenging patient populations.

        While our products have applicability across a wide variety of surgical specialties, our immediate surgical focus in addition to wound care is in regenerative orthobiologics, an area in which NuTech Medical has an established presence. Orthobiologics are substances that orthopedic surgeons use to help injuries to bones, tendons and ligaments heal more quickly. Orthobiologic products are used to treat people with long-term disabling musculoskeletal disorders and injuries.

        We believe our multiple regenerative technology platforms will allow us to build a broad portfolio covering the full range of needs in the Surgical & Sports Medicine market. We also plan to leverage these platforms to expand into adjacent surgical markets in the near term. In the long-term, we plan to deepen our focus on chronic inflammatory and degenerative conditions, in particular OA. We intend to address patient needs in the inpatient hospital, ASC and clinic settings. We estimate the immediate addressable Surgical & Sports Medicine market for our products to be approximately $4.7 billion and is expected to grow at a CAGR of 10% from 2016 to 2020. This market is growing rapidly due to an increase in spinal fusions, bone reconstruction surgeries and musculoskeletal injuries and degenerative conditions.

Bone Fusion


        Spine fusion surgery involves the use of grafting material to cause two vertebral bodies to grow together into one. In the United States, medical facilities performed 667,400 spinal fusion surgeries in 2013, of which 398,300 were lumbar operations. Trauma and extremities applications, including ankle arthrodesis, now represent a bone fusion market nearly as large as the spine market. With improving




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fixation methods, success rates have improved across these applications. However, nonunion due to inadequate bone healing remains one of the leading causes of failure for fusion procedures. Fusion is especially challenging in patients with comorbidities such as diabetes, obesity, and smoking who have underlying healing deficiencies. According to Technavio, the annual market for orthobiologic products to aid in fusion exceeds $1.7 billion worldwide, excluding demineralized bone matrix, or DBM, and conventional allograft.⁽¹⁰⁾

Tendon and Ligament Injuries


        Tendon and ligament injuries are common orthopedic conditions in an active and aging population. There are approximately 250,000 rotator cuff repairs performed in the United States annually. Additionally, in 2015, there were approximately 40,000 outpatient Achilles tendon repairs in the United States. Re-rupture and reoperation continue to be a significant source of concern with non-operative management, occurring in 4.8% of Achilles tendon repair cases and as many as 25% or more rotator cuff repair cases. Comorbidities such as diabetes and obesity, as well as age, are correlated with higher risk of failed healing and re-rupture. Regenerative tissue scaffolds may be used to support the healing of tendons, ligaments and other soft tissues. According to Technavio, the annual regenerative tissue scaffold market is estimated to exceed $1 billion.⁽¹¹⁾

Chronic Inflammatory and Degenerative Conditions


        Chronic inflammatory and degenerative orthopedic conditions are increasingly prevalent, driven in part by an aging demographic and higher levels of comorbidities such as diabetes and obesity. OA is the most common chronic condition of the joints, affecting approximately 27 million individuals in the United States. OA can affect multiple joints in the body, with arthritis of the knee being the most commonly treated. One in two adults will develop symptoms of knee OA during their lives. Other chronic inflammatory conditions such as Achilles and rotator cuff tendinosis and plantar fasciitis are also increasingly common. Similar to many of the other conditions that we seek to address, chronic inflammatory and degenerative orthopedic conditions are often correlated with smoking, obesity and diabetes, among other factors. Collectively, these and other related conditions were treated with an estimated 9 million injections in 2016, including steroids and hyaluronic acid, or HA. According to Technavio, the global HA market exceeded $2 billion in 2015.⁽¹²⁾

Our Solution


        Conventional surgical approaches rely on mechanical fixation to temporarily approximate damaged tissues, assuming that the natural healing process will then result in a permanent repair. Patients with impaired healing may be unable to generate the necessary tissue structures, resulting in unacceptable failure rates over time.

        In the case of bony fusion, autograft bone marrow has historically been used as a biologic to support bone healing. However, the use of autograft suffers from a number of short-comings that include donor site morbidity and varied outcomes due to the underlying health condition of the patient. Furthermore, it is a more invasive procedure leading to potentially slower healing times and side effects for the patient.

        OA and other degenerative conditions, as well as soft tissue injuries such as tendinosis and fasciitis, are currently treated by injection with steroids or HA. However, steroids offer pain relief for only a limited period and have been shown to further degrade some types of tissues over time, worsening the

   

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⁽¹⁰⁾

Technavio (2015), Global Orthobiologics Market Report, retrieved September 25, 2017, from EMIS Professional Database.



⁽¹¹⁾

Technavio (2015), Global Regenerative Medicine Market Report, retrieved September 26, 2017, from EMIS Professional Database.



⁽¹²⁾

Technavio (2015), Global Orthobiologics Market Report, retrieved September 25, 2017, from EMIS Professional Database.




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underlying condition. The evidence of HA's efficacy has been questioned, and it is clear that a significant percentage of patients do not respond to HA treatment. Patients who fail these less invasive therapies have limited options and may require surgical intervention, including total joint replacement.

        Orthobiologics has been shown to be an effective alternative to traditional treatments. Due to their anti-inflammatory and pro-healing effects, they go beyond mechanical intervention to support the healing process in the damaged tissue and often result in faster healing times and shorter hospital stays. The orthobiologics market includes bone morphogenetic protein, viscosupplementation with HA, synthetic bone graft substitutes and stem cell therapy, in addition to DBM and allograft. The majority of our current and planned products in the Surgical & Sports Medicine space are based on amniotic technologies. There is a rapidly growing body of clinical and scientific evidence indicating the potential of these products in surgical applications, particularly in orthobiologics, resulting in increased adoption of these products. According to estimates from BioMed GPS, the amniotic orthobiologics market was $88 million in 2016 and is projected to grow at a CAGR of more than 22% through 2021.

Our Products


Advanced Wound Care

        In the Advanced Wound Care market, we focus on the development and commercialization of a broad portfolio of cellular and acellular wound care offerings that treat patients from the earliest indication of impaired healing to wound closure. Our suite of products helps treat a wide range of wounds, including, but not limited to, chronic wounds such as VLUs, DFUs, and pressure ulcers and acute wounds such as traumatic wounds and burns.

        The breadth and depth of our portfolio allows physicians to tailor solutions to meet the needs of individual wound care patients. Wounds of all types normally progress through predictable phases of healing, starting with inflammation, progressing to cell proliferation and finally remodeling to form normal skin. Wounds may stall during this process, typically in the inflammatory phase, for a variety of reasons. These reasons include biofilm or infection, uncontrolled inflammatory processes, shortages of cell types and growth factors secreted by cells that are critical to healing and disrupted cell signaling pathways.

        It is increasingly recognized that addressing biofilm is an important step in healing any wound. Biofilm is generated by densely packed microbial communities that are attached to the wound surface and enclosed in a matrix of self-produced extracellular polymeric substance, or EPS. Biofilm is present in at least 78% of chronic wounds and can inhibit healing of all wound types. We engage with the physician at the earliest indication of impaired healing with our PuraPly AM product, which helps control biofilm via the broad spectrum antimicrobial PHMB. If reduction of biofilm and control of the excessive inflammatory response is sufficient to result in healing, as is often the case, PuraPly AM may be the only product required to achieve wound closure. If underlying healing issues persist, we offer an array of bioactive products tailored for a wide variety of wound sizes and types.

        Our advanced wound care products are used predominantly in wound clinics that are located in an outpatient hospital setting as well as in physician offices and ASCs. Our products that are used to treat




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burns are used predominantly in the inpatient hospital setting. The table below summarizes our comprehensive advanced wound care product suite:

Product (Launch Year)		Description		Regulatory Pathway		Clinical Application
Affinity (2014)†		Fresh amniotic membrane containing many types of viable cells, growth factors/cytokines, and ECM proteins		361 HCT/P		Chronic and acute wounds
Apligraf (1998)		Bioengineered living cell therapy that contains two living cell types, keratinocytes and fibroblasts, that produce a broad spectrum of cytokines and growth factors		PMA		VLUs; DFUs
Dermagraft (2001)*		Bioengineered product with living human fibroblasts, seeded on a bioabsorbable scaffold, that produce human collagen, ECM, proteins, cytokines, and growth factors		PMA		DFUs
NuShield (2010)†		Dehydrated placental tissue graft preserved to retain all layers of the native tissue including both the amnion and chorion membranes, with the epithelial layer and the spongy/intermediate layer intact		361 HCT/P		Chronic and acute wounds
PuraPly AM (2016)		Purified native collagen matrix with broad-spectrum polyhexamethylene biguanide, or PHMB, antimicrobial agent		510(k)		Chronic and acute wounds (except 3rd degree burns)

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†

Launched by NuTech Medical; acquired by Organogenesis in 2017.



*

Launched by Smith & Nephew; acquired by Organogenesis in 2014.

Affinity


        Affinity is the only available fresh, amniotic allograft for application in the care of chronic and acute wounds or surgical implantation in spine, orthopedic and sports medicine applications. We believe Affinity is one of only a few amniotic tissue products containing viable amniotic cells, and is unique in that it undergoes our proprietary AlloFresh process that hypothermically stores the product in its fresh state, never dried or frozen, which retains its native benefits and structure. Regulated as a human cells, tissues, and cellular and tissue-based product, or HCT/P, under Section 361 of the PHSA these products are referred to as Section 361 HCT/Ps, or simply 361 HCT/Ps. Affinity's native cellular properties




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support cell and tissue growth making it an excellent option to support wound and soft tissue healing. Affinity was launched in 2014 by NuTech Medical and acquired by us in 2017.

Apligraf


        Apligraf is a bioengineered bi-layered skin substitute that is the only product that has, to date, received PMA approval for the treatment of both VLUs and DFUs. Launched in 1998, Apligraf drives faster healing and more complete wound closure through its tissue engineered structure, which includes an outer layer of protective skin cells (human epidermal keratinocytes), and an inner layer of cells (human dermal fibroblasts) contained within a collagen matrix. Apligraf is the leading skin substitute product for the treatment of VLUs, and its effectiveness has been established based on an extensive clinical history with approximately 850,000 units shipped. We believe Apligraf is also the first and only wound-healing therapy to demonstrate in a randomized controlled trial, or RCT, a significant change in patients' VLU wound tissue, showing a shift from a non-healing gene profile to a healing-profile. Apligraf plays an active role in healing by providing the wound with living human skin cells, growth factors and other proteins produced by the cells, and a collagen matrix.

Dermagraft


        Dermagraft is a dermal substitute grown from human dermal fibroblasts and has received PMA approval for the treatment of DFUs. Launched in 2001 by Smith & Nephew and acquired by us in 2014, this product helps to restore the compromised wound bed to facilitate healing. The living cells in Dermagraft produce many of the same proteins and growth factors that support the healing response in healthy skin. In addition to an FDA-monitored RCT demonstrating its superiority to conventional therapy in the healing of DFUs, studies based on real world electronic health records and Medicare data have demonstrated its superior clinical efficacy and value as compared to competitive wound care products and conventional therapy. Dermagraft can be applied weekly (up to eight times) over a twelve-week period and does not need to be removed from the wound during this period because it contains a temporary mesh fabric that is dissolvable and becomes part of the body's own healing processes.

NuShield


        NuShield is a dehydrated placental tissue graft that is topically or surgically applied to the target tissue to support healing. Regulated as a 361 HCT/P, NuShield is processed using our proprietary BioLoc process, which preserves the native structure of the amnion and chorion membranes, including the intermediate or spongy layer, and their reservoir of growth factors and other proteins. NuShield is available in multiple sizes, can be used to help support healing of chronic and acute wounds of many sizes, and can be stored at room temperature with a five year shelf life. NuShield was launched in 2010 by NuTech Medical and acquired by us in 2017.

PuraPly Antimicrobial


        PuraPly Antimicrobial, or PuraPly AM, was developed to address the challenges posed by bioburden and excessive inflammation in the wound. Functioning as a skin substitute, PuraPly AM is a purified native porcine type I collagen matrix embedded with polyhexamethylene biguanide, or PHMB, a localized broad spectrum antimicrobial. PuraPly AM was launched in 2016 and has received 510(k) clearance for the management of multiple wound types, including partial and full-thickness wounds, pressure ulcers, venous ulcers, diabetic ulcers, chronic vascular ulcers, tunneled/undermined wounds, surgical wounds, trauma wounds, draining wounds, and first- and second-degree burns. The combination of PHMB with a native collagen matrix helps manage bioburden while supporting healing across a wide variety of wound types, regardless of severity or duration. We also developed and received 510(k) clearance for PuraPly without PHMB, which we refer to as "PuraPly," for those patients who do not require an antimicrobial agent.




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Surgical & Sports Medicine

        In the Surgical & Sports Medicine market, we focus on the development and commercialization of products that support the healing of musculoskeletal injuries, including chronic degenerative conditions such as OA and tendonitis. Our products in this market are used predominantly in the inpatient and outpatient hospital and ASC settings. The table below summarizes the principal products in our Surgical & Sports Medicine product suite:

Product (Launch Year)		Description		Regulatory Pathway		Clinical Application
Affinity (2014)†		Fresh amniotic membrane containing many types of viable cells, growth factors/cytokines, and ECM proteins		361 HCT/P		Tendon, ligament and other soft tissue injuries
NuCel (2009)†*		Cellular suspension, stem cell-containing allograft derived from human amnion tissue and amniotic fluid		361 HCT/P		Orthopedic surgical procedures including bony fusion
NuShield (2010)†		Dehydrated placental tissue graft preserved to retain all layers of the native tissue including both the amnion and chorion membranes, with the epithelial layer and the spongy / intermediate layer intact		361 HCT/P		Tendon, ligament and other soft tissue injuries
PuraPly AM (2016)		Purified native collagen matrix with broad-spectrum PHMB antimicrobial agent		510(k)		Surgical treatment of open wounds
ReNu (2015)†*		Cryopreserved suspension of amniotic fluid cells and morselized amnion tissue from the same donor		361 HCT/P		Chronic inflammatory and degenerative conditions; soft tissue injuries such as tendinosis and fasciitis

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†

Launched by NuTech Medical; acquired by Organogenesis in 2017.



*

Initially commercialized as a 361 HCT/P but may require BLA approval pursuant to recent 361 HCT/P Guidance from the FDA.




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NuCel


        NuCel is a surgically implanted allograft derived from human amniotic tissue and amniotic fluid. NuCel is used primarily in spinal and orthopedic surgical applications to support tissue healing, including bone growth and fusion. The amniotic tissue harvesting process protects key biologic characteristics of the tissue that support healing. Several published clinical studies have demonstrated the clinical efficacy of NuCel, particularly in patients with significant comorbidities such as diabetes and obesity. While NuCel is currently regulated as a 361 HCT/P, clinical efforts are ongoing to secure BLA-approval for the product. NuCel was launched in 2009 by NuTech Medical and acquired by us in 2017.

ReNu


        ReNu is a cryopreserved suspension derived from human amniotic tissue and amniotic fluid, formulated for office use. It can be used to support healing of soft tissues, particularly in degenerative conditions such as OA and joint and tendon injuries such as tendinosis and fasciitis. A pilot clinical study of ReNu for knee OA has been published, which we believe is indicative of its safety. The results of this study also suggest potential efficacy for a period of more than a year, significantly longer than available alternatives. While ReNu is currently regulated as a 361 HCT/P, clinical efforts are ongoing to secure BLA-approval for the product. Management believes BLA-approval may facilitate a significant incremental sales opportunity for ReNu. ReNu was launched in 2015 by NuTech Medical and acquired by us in 2017.

Affinity, NuShield and PuraPly AM


        We also market our Affinity and NuShield products for surgical and orthopedic applications. Both products may be used as an adhesion barrier or as an on-lay or wrap in soft tissue repairs. The biological characteristics of these amniotic tissues may help support the healing of soft tissue defects, particularly in difficult-to-heal locations or challenging patient populations. In addition, we market our PuraPly AM product for the surgical treatment of open wounds.

Bone Allograft Products


        Our bone allograft products, which are derived from donated human cadaveric bone, include OsteoIN, FiberOS and OCMP. Each of these products is used as a bone void filler, primarily in orthopedic and neurosurgical applications requiring bony fusion, such as spinal fusions and foot and ankle fusions. OsteoIN is a demineralized bone matrix putty that can be molded and pressed into bone voids as a filler. FiberOS is a blend of demineralized cortical fibers, mineralized cortical powder, and demineralized cortical powder and OCMP is a freeze-dried allograft cancellous (spongy or mesh-like) and demineralized cortical mixture. Both FiberOS and OCMP have osteoconductive and osteoinductive properties and are derived from the same donor. These products are typically sold as an ancillary product together with our amniotic product NuCel.

Clinical Trial Results

        We believe gathering robust and comprehensive clinical and real world outcomes data is an essential component of developing a competitive product portfolio and driving further penetration in the markets where we compete. We have accumulated a significant body of clinical evidence demonstrating the efficacy of Apligraf and Dermagraft. We continue to invest in generating similar data for other Advanced Wound Care and Surgical & Sports Medicine products, and believe such data enhances sales efforts with physicians and reimbursement dynamics with payers over time. Our product Apligraf is the only product that has obtained FDA approval for the treatment of both VLUs and DFUs. Our product Dermagraft has also received FDA approval for DFUs. Below is a summary of the




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primary data supporting each product, and a description of the clinical studies that are currently in progress. As used herein, p value is a measure of statistical significance. The lower the p value, the more likely it is that the results of a clinical trial or study are statistically significant rather than an experimental anomaly. Generally, to be considered statistically significant, such results must have a p value <0.05.

Apligraf


        Two pivotal studies were initially conducted with Apligraf demonstrating the safety and efficacy of the product in the treatment of full- and partial-thickness VLUs and DLUs. As a result, Apligraf obtained FDA approval for these indications. We have conducted a number of additional studies that provide further clinical evidence of the safety and efficacy of the product, including recent comparative effectiveness, cost effectiveness and mechanism of action studies.

Pivotal FDA Registration Trials


        For the DFU indication, a multi-center prospective RCT of Apligraf for the treatment of DFUs versus standard of care was conducted. Two hundred eight patients with Type 1 and 2 diabetes were enrolled, who had a plantar DFU of full- or partial-thickness. Patients with a chronic wound that exhibited less than 30% healing prior to treatment were eligible for the clinical trial. All patients' ulcers were off-loaded using either crutches or a wheelchair for the first six weeks, followed by customized pressure-relieving footwear for at least four weeks post closure. Mean ulcer size was 2.97 cm² and 2.83 cm² in the Apligraf and the control group, respectively. Mean duration of the ulcer was 12 months in the Apligraf group and 11 months in the control group.

        Apligraf was significantly more effective than conventional therapy for the incidence of complete wound closure over time. By 12 weeks of treatment, 56% (63 of 112 patients) of DFUs treated with Apligraf plus conventional therapy (debridement, saline dressings, total off-loading) were 100% closed, compared to 38% (36 of 96 subjects) of ulcers treated with conventional therapy alone (p=.0042). The median time to 100% wound closure was 65 days for DFUs treated with Apligraf plus conventional therapy versus 90 days for ulcers treated with conventional therapy alone (p=.0026).

        Recurrence is an important measure of healing durability, and in the study 96% of ulcers treated with Apligraf remained closed at six months versus 87% in the control group. An important outcome of the study was an observed reduction in the incidence of reported adverse events of osteomyelitis and amputations/resections. Patients receiving Apligraf had a statistically significant (p<.05) lower incidence of osteomyelitis at the study ulcer site (2.7% vs. 10.4%) compared to patients treated with conventional therapy at six months. Apligraf-treated patients required significantly fewer amputations or resections of the study limb (6.3% vs. 15.6%) (p <.05) compared to patients treated with conventional therapy at six months. The primary results of the study are presented in the figures below.

Incidence of 100% Wound Closure		Median Time to 100% Wound Closure




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Reduction in Osteomyelitis and Amputation / Resection




        For the VLU pivotal trial, the efficacy of Apligraf was evaluated in a prospective, parallel-group, randomized, controlled, multi-center study involving 240 patients with VLUs. Subjects receiving Apligraf in combination with compression therapy were compared with an active treatment concurrent control of zinc paste gauze and compression therapy. Apligraf plus compression therapy was more effective in achieving complete wound closure by week 24 (57% vs 40%,p=.022). In patients with long-standing VLUs with greater than one year's duration (n=120), Apligraf plus compression therapy was more than twice as effective in achieving complete wound closure by week 24 (47% vs 19%,p=.002). The primary results of the study are presented in the figures below.


All Patients Achieving 100% Closure




Comparative Effectiveness and Economic Studies


        We conducted three comparative effectiveness studies with Apligraf utilizing our proprietary access to data collected in Net Health's WoundExpert^® Electronic Medical Record, or EMR, database. Net Health's wound care software is utilized by more than 1,000 wound care centers across the United States. In collaboration with statistical experts and leading clinicians, we analyzed outcomes of treatment with Apligraf versus other skin substitutes including EpiFix (owned by MiMedx), Theraskin (owned by Solsys Medical, LLC) and Oasis (owned by Smith & Nephew). All three studies showed that Apligraf improved overall healing rates as well as time to healing. For example, patients treated with Apligraf showed a 53% relative improvement in healing over patients treated with EpiFix at 24 weeks. All three studies have been published in peer-reviewed journals.

        The Analysis Group, a private economics consulting firm, conducted a study to evaluate the economic outcomes of Medicare patients receiving Apligraf and Dermagraft, assessing the real-world medical services utilization and associated costs compared to patients receiving conventional care. Data for 502 matched Apligraf and conventional care patient pairs and 222 matched Dermagraft and conventional care patient pairs were analyzed. Increased costs associated with outpatient service utilization relative to matched conventional care patients were offset by lower amputation rates, fewer days hospitalized and fewer emergency department visits among Apligraf and Dermagraft patients. Consequently, Apligraf and Dermagraft patients with DFUs had per-patient average healthcare costs




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during the 18-month follow-up period that were lower than their respective matched conventional care counterparts (Apligraf was $5,253 (p=0.49), lower per patient, while Dermagraft was $6,991 (p=0.84) lower). These findings suggest that use of Apligraf and Dermagraft for treatment of DFU may lower overall medical costs through reduced utilization of costly healthcare services.

Mechanism of Action Clinical Study


        To elucidate the mechanisms through which Apligraf promotes healing of chronic VLUs, the University of Miami Miller School of Medicine Department of Dermatology & Cutaneous Surgery conducted an RCT in which 24 patients with non-healing VLUs were treated with either standard of care (compression therapy) or Apligraf together with standard of care. Tissue biopsies were collected from the VLU edge before and one week after treatment, and the samples underwent comprehensive analysis of gene expression and protein analyses. The analyses conducted suggest that Apligraf induced a shift from a non-healing to a healing tissue response, involving modulation of inflammatory and growth factor signaling, keratinocyte activation, and attenuation of signaling involved in the chronic ulcer impaired state. In these ways, Apligraf application orchestrated a shift from the chronic non-healing ulcer microenvironment to a distinctive healing milieu resembling that of an acute, healing wound.

Dermagraft


        Dermagraft was approved as a Class III medical device for the treatment of DFUs based on the results of a large pivotal clinical trial. Three hundred fourteen patients were enrolled in a prospective RCT to evaluate the safety and efficacy of Dermagraft in conjunction with conventional therapy compared to a control arm of conventional therapy alone. Conventional therapy involved the sharp debridement and cleaning of the ulcer, application of a wet-to-dry gauze and the use of therapeutic, pressure-reducing footwear. Patients were eligible to be screened for the trial if they had a plantar DFU on the heel or forefoot that was greater than 1cm² and less than 20cm². At the screening visit, the patients began receiving conventional therapy. If the DFU had not decreased in size by more than 50% during the next two weeks and the patient met all other inclusion and exclusion criteria, the patient was randomized into one of two treatment groups: Dermagraft plus conventional therapy or conventional therapy alone. Patients in the Dermagraft group received a weekly application of Dermagraft and conventional therapy for up to eight weeks. The primary endpoint for the trial was superiority in complete DFU closure by 12 weeks.

Pivotal FDA Registration Trial


        In the pivotal clinical trial, the weekly application of Dermagraft and conventional therapy for up to eight weeks increased the proportion of DFUs that achieved 100% closure at 12 weeks by 64%, when compared to the use of conventional therapy alone. Patients treated in the Dermagraft group were 1.7 times more likely to achieve 100% closure than patients receiving conventional therapy alone. These results demonstrated statistically significant improvements. The incidence of adverse events among the Dermagraft and control groups were generally consistent across both groups, with the most common adverse events being infection at the DFU site, infection not at the DFU site, accidental injury and skin dysfunction/blister. However, the percentage of patients who developed an infection at the DFU site was significantly lower in the Dermagraft treatment group as compared with the control group, 10.4% versus 17.9%, respectively. No adverse laboratory findings were associated with the use of Dermagraft and no adverse device effects were reported in the trial. In addition, no immunological




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responses or rejections from patients that received Dermagraft were reported in this trial or in patients treated to date. The primary healing data for the trial is presented in the figure below.


Percent of Patients with Complete Healing by 12 Weeks




        In a post-hoc analysis, it was determined that in patients treated with Dermagraft there was a significant reduction in incidence of amputations or bone resections, as compared to the control group (12.6% versus 5.5%, respectively,p=0.031). No adverse laboratory findings were associated with the use of Dermagraft and no adverse device effects were reported in the trial. In addition, no immunological responses or rejections from patients that received Dermagraft were reported in this trial or in patients treated to date. The amputation or bone resection data is presented in the figure below.


Frequency of Patients Experiencing a Study Ulcer-Related Amputation or
Bone Resection at 12 Weeks




Comparative Effectiveness and Economic Studies


        We have conducted one comparative effectiveness study with Dermagraft, which utilizes our proprietary access to data collected in the EMR database. This study, which was published in a peer-reviewed journal, compared Dermagraft outcomes to EpiFix (owned by MiMedx), and showed a 52% relative improvement in healing over EpiFix by week 24.




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        The economic study of Dermagraft in a Medicare population conducted by the Analysis Group is described under the heading "—Our Products—Clinical Trial Results—Apligraf—Comparative Effectiveness and Economic Studies" above.

PuraPly AM


        Although clinical trial data was not required for the 510(k) clearance of PuraPly AM, we have subsequently launched a multi-study clinical program to evaluate the efficacy of this product utilizing different study designs to provide diverse types of outcomes data. Patient enrollment and follow-up has been completed for two studies, including a 43 patient, single center controlled prospective observational evaluation of PuraPly AM for multiple wound types, and a 100 patient, single-center controlled prospective observational evaluation of PuraPly AM for chronic and acute wounds. Data analysis and manuscript preparation are in progress for these studies. We also have patient enrollment underway for the PuraPly AM RESPOND Registry, an estimated 30 center, 300 patient registry evaluating real-world effectiveness of PuraPly AM. We anticipate this registry will be completed in the second half of 2018. We expect to initiate two additional RCTs in 2018, a 100 patient multicenter RCT of PuraPly AM versus standard of care for the treatment of DFUs, and a 50 patient two-center RCT of PuraPly AM versus standard of care for the treatment of pressure ulcers. We expect to complete these studies in the second half of 2019.

Affinity


        Allograft products such as Affinity and NuShield are regulated under Section 361 HCT/P of the PHSA. There are three clinical trials currently in process for Affinity to generate efficacy data. One trial is a 100 patient RCT comparing Affinity to standard of care for the treatment of DFUs. This study is expected to be completed in the first half of 2019. A second three-arm 100 patient study is expected to be completed in the first half of 2018. This study is evaluating Affinity versus NuShield versus standard of care for the treatment of chronic DFUs. The third study is a 20 patient prospective study evaluating closure time for chronic VLUs treated with Affinity, and we expect to complete this study in the second half of 2018. This study is intended to provide information to better understand Affinity's mechanism of action to support the healing of wounds. We are also engaged in an active research program to evaluate the potential efficacy of Affinity and NuShield in surgical soft tissue healing applications.

NuShield


        The ongoing clinical study evaluating NuShield versus standard of care for the treatment of DFUs is described under the heading "—Our Products—Clinical Trial Results—Affinity" above. We plan to initiate a second RCT for NuShield in the second half of 2018.

NuCel


        We are engaged in an on-going clinical trial program to evaluate the efficacy of NuCel in lumbar spinal fusion. Two retrospective lumbar spinal fusion studies have been published, one with prospective follow-up and computerized tomography scan. These studies were comprised of 159 patients, who were drawn from a patient population the vast majority of which have comorbidities. Across these two studies, only one fusion revision was required due to non-union. Two additional prospective lumbar fusion studies, including a multi-center study, are in process. Retrospective studies involving the use of NuCel in long-bone non-union and in complex wounds and burns are awaiting publication. While NuCel is currently regulated as a 361 HCT/P, clinical efforts are ongoing to secure BLA-approval for the product.




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ReNu


        We have completed and published a pilot trial of ReNu for knee OA in six patients. We are currently engaged in several other trials with ReNu, including a 200 patient multi-center RCT which is fully enrolled. The RCT has two co-primary end-points: (i) a Visual Analogue Scale (VAS) pain scale measure and (ii) a Knee Injury and Osteoarthritis Outcome Score (KOOS) pain and function subscales measure. VAS is a validated subjective measure for acute and chronic pain where a straight line represents a continuum of no pain and worst possible pain. Values are attained by measuring the distance of the mark made by the patient from the left side of the scale (no pain). The KOOS score is a scale of 42 questions answered by the patient that generates 5 subscales (pain, symptoms, daily living, sport and recreation, and knee-related quality of life). Scores for each scale are represented on a 0-100 scale, where 0 represents extreme knee problems and 100 represents no knee problems. Interim VAS data at 6 months from study start of the ongoing 200 patient multi-center RCT show ReNu, Monovisc® (a hyaluronic acid product serving as an active control) and saline resulted in changes in overall pain of –32.2, –9.6, and –18.5, respectively, from baseline. Comparing between treatment groups we found that improvements in pain following ReNu compared to improvements in pain with either Monovisc® or saline were statistically significant (ReNu compared to Monovisc®, p<0.001, ReNu compared to Saline, p<0.01). Interim KOOS data shows that treatment with ReNu also resulted in statistically significant improvements in pain and activities of daily living scores (14.2 and 13.8, respectively) compared to Monovisc® (5.4 and 5.4, respectively, and in each case p<0.01) and saline (8.6 and 8.9, respectively, and in each case p<0.05). Additionally, ReNu patients showed statistically significant improvements in symptoms as measured by KOOS compared to Monovisc® (p<0.01) and saline (p<0.01). While ReNu is currently regulated as a 361 HCT/P, clinical efforts are ongoing to secure BLA-approval for the product. Management believes BLA-approval may facilitate a significant incremental sales opportunity for ReNu. Interim results at 6 months from study start of the ongoing 200 patient multi-center RCT show ReNu resulted in statistically greater improvements from baseline for overall pain as measured by VAS scale and pain, symptoms, and activities of daily living as measured by the KOOS score, compared to both saline and Monovisc® (a hyaluronic acid product serving as an active control).

Product Pipeline

        We have a robust pipeline of products under development for both the Advanced Wound Care and Surgical & Sports Medicine markets. We believe our pipeline efforts will deepen our comprehensive portfolio of offerings as well as allow us to address additional clinical applications. Several products in our pipeline have already received FDA approval or clearance, and we expect to commercialize them in the near term.

TransCyte


        TransCyte is a bioengineered tissue scaffold that promotes burn healing, and has received PMA approval for the treatment of second- and third-degree burns. TransCyte complements our portfolio to address all severities of burn wounds. TransCyte is a flexible, durable product that provides bioactive dermal components, an outer protective barrier, increased re-epithelialization and pain relief for patients suffering from burns. We believe TransCyte will address a sizable market opportunity with limited competition, with only one other PMA approved product that would be directly competitive to TransCyte currently on the market. We plan to commercially launch TransCyte, which was acquired from Shire and previously marketed by Smith & Nephew, in the second half of 2018.

PuraForce


        PuraForce is a bioengineered porcine collagen surgical matrix for use in soft tissue reinforcement applications, including 510(k) indications for the reinforcement of all tendons in the body. PuraForce has high biomechanical strength per unit thickness, making it ideal for extremities applications. We plan to commercially launch this product in 2018.




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PuraPly XT


        PuraPly XT is a version of PuraPly AM with enhanced thickness and PHMB content that allows for sustained presence of the antimicrobial barrier in the wound. Like PuraPly AM, PuraPly XT has 510(k) indications for the treatment of chronic and acute wounds (other than 3rd degree burns) and the surgical treatment of open wounds. We plan to commercially launch this product in 2018.

PuraPly MZ


        PuraPly MZ is a micronized particulate version of PuraPly AM that allows application in powder or gel form to deep and tunneling wounds. Like PuraPly AM, PuraPly MZ has 510(k) indications for the treatment of chronic and acute wounds (other than 3rd degree burns) and the surgical treatment of open wounds. We plan to commercially launch this product in 2019.




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Novachor


        Novachor is a fresh chorionic membrane containing viable cells, growth factors/cytokines, and extracellular matrix (ECM) protein for the treatment of chronic and acute wounds that is currently regulated as a 361 HCT/P. We plan to initiate an RCT assessing Novachor for the treatment of chronic wounds by the end of 2018 and expect to commercially launch this product in 2019.

Gintuit


        Gintuit is a surgically applied bioengineered bi-layered living cellular tissue that supports the healing of oral soft tissue. It is currently the only BLA approved product based on cultured allograft cells and it is indicated for the treatment of mucogingival conditions in adults. Gintuit consists of a cellular sheet comprised of human fibroblasts, keratinocytes, human ECM proteins, and bovine collagen that produce a wide array of cytokines and growth factors to support the regeneration of tissue. Gintuit is not currently marketed, but we plan to commercialize Gintuit in the future via a partnership in the oral surgery market.

        Sponsors of products for which the FDA has approved a BLA are obligated by the PREA to carry out clinical trials of the products in pediatric populations, unless those requirements are waived. In 2012, we obtained FDA approval of a BLA for an oral tissue-engineered product to be marketed under the trade name Gintuit. Although Gintuit was not intended to be used in pediatric populations, the FDA imposed a requirement to conduct a pediatric study following approval. We originally planned to complete these studies within the timeframes established in the Gintuit approval letter. However, in 2014, we made a business decision to suspend commercialization of Gintuit, and all manufacturing, commercial and clinical activities for the product were discontinued. At that time, we informed the FDA of this decision and requested suspension of the pediatric study requirement, at which time the FDA placed Gintuit on its discontinued products list. Notwithstanding our request that the pediatric study requirement be suspended, we were notified by the FDA on June 29, 2017 that the FDA had determined that we had not complied with its PREA obligations. We responded and submitted a formal request for an extension for the pediatric study requirement for Gintuit; however, we were notified on October 5, 2017 that the request had been denied. Although we believe that, because Gintuit is not on the market and there is accordingly no foreseeable use of the product in pediatric populations, we are not currently subject to penalties for noncompliance. However, the product could be viewed as misbranded and subject to seizure or other enforcement action if marketing is resumed without completion of the required study.




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Platform Technologies

        Our proven research and development capabilities and established technology platforms support a robust and adaptable product pipeline for future applications. The platform technologies in which we have deep experience include:

•

Bioengineered Cultured Cellular Products:  The development and production of bioengineered cultured cellular products has been a core competency of Organogenesis since its founding. Our Apligraf, Dermagraft, TransCyte and Gintuit products all draw from our expertise in this area.



•

Collagen Biomaterial Technology Platform:  Our porcine collagen biomaterial technology platform incorporates patented tissue cleaning processes and allows us to bioengineer products for specific applications by controlling thickness, strength and remodeling rates. We currently hold 510(k) clearances for a number of products in this platform with indications ranging from tendon reinforcement to plastic surgery and general surgery applications. We plan to commercially launch our PuraForce product from this platform in 2018.






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•

Amniotic and Placental Products:  Our current amniotic products are based on significant expertise in the processing of placental tissues and fluids to yield products with desirable characteristics. We have expertise using the full array of available tissue types and multiple processing methodologies, including our proprietary AlloFresh and BioLoc processing methods. Our proprietary AlloFresh process hypothermically stores our Affinity product in its fresh state, never dried or frozen, which retains its native benefits and structure. Our proprietary BioLoc process technology preserves the native structure of the amnion and chorion membranes, optimized to provide excellent strength, flexibility, and handling.

Commercial Infrastructure


Sales and Marketing

        We have dedicated substantial resources to establish a multi-faceted sales capability in the United States. Our current Advanced Wound Care portfolio is sold throughout the Unites States via an experienced direct sales force, which focuses its efforts on outpatient wound care. We use a mix of direct sales representatives and independent agencies to service the Surgical & Sports Medicine market. As of June 30, 2018, we had approximately 205 direct sales representatives and approximately 110 independent agencies who have substantial medical device sales experience in our target end markets. These sales representatives are supported by teams of professionals focused on sales management, sales operations and effectiveness, ongoing training, analytics and marketing.

        We have historically focused our market development and commercial activities on the United States, but we have obtained marketing registrations, developed commercial and distribution capabilities, and we are currently selling products in several countries outside of the United States. Our Apligraf product is currently distributed by our direct sales force in Switzerland, and through independent sales agents in Saudi Arabia, Kuwait and South Africa. We have obtained marketing registrations for our Dermagraft product in Mexico, Canada and Singapore, but we are not currently distributing it in those countries. We are evaluating independent agency relationships to sell the product in these countries. Additionally, we are evaluating the regulatory pathways and market potential for our products in other major markets, including the European Union and Japan. Sales generated by our direct sales forces in the United States have represented, and we anticipate will continue to represent, a majority of our revenues.

Customer Support Services

        We offer our customers in-house customer support services, including services provided by our experienced reimbursement support team, our medical and technical support team and our field-based




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medical science liaison team. We believe that we have a competitive advantage by providing these essential support services in-house in that we are able to align the support services closely with our sales efforts as appropriate and improve the customer's overall experience.

Research and Development

        Our research and development team has extensive experience in developing regenerative medicine products, and works to design products that are intended to improve patient outcomes, simplify techniques, shorten procedures, reduce hospitalization and rehabilitation times and, as a result, reduce costs. We have recruited and retained staff with significant experience and skills, gained through both industry experience and training at leading colleges and universities with regenerative medicine graduate programs. In addition to our internal staff, our external network of development labs, testing labs and physicians aid us in our research and development process.

        The majority of our product portfolio, including Apligraf, our PuraPly product family, Gintuit, our collagen biomaterial technology platform product family and all of our amniotic products, were




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developed by our legacy and NuTech Medical research and development team. We have proven competencies to bring products to market via a broad range of regulatory classifications, as evidenced by FDA approval or clearance of our products via PMA approval of a Class III medical device; BLA approval of a biologics product; and 510(k) clearance of a Class II medical device, in addition to our 361 HCT/P allograft products and several products for which we have obtained international registrations.

        See "Organogenesis Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Comparison of the Year Ended December 31, 2016 and 2017—Research and Development Expenses" for information regarding our expenditures for research and development in each of the last two fiscal years.

Manufacturing and Suppliers


        We manufacture our non-amniotic products and use third-party manufacturers for our amniotic products. We have significant expansion capabilities in our in-house manufacturing facilities and we believe that our contract manufacturers are well positioned to support future expansion.

        We have robust internal compliance processes to maintain the high quality and reliability of our products. We use annual internal audits, combined with external audits by regulatory agencies to monitor our quality control practices. We are registered with the FDA as a medical device manufacturing establishment and a HCT/P registered establishment. We are also accredited by the AATB and licensed with several states per their tissue banks regulations. All of our contract manufacturers are registered with the FDA as HCT/P establishments and are AATB accredited.

        We utilize third-party raw material suppliers to support our internal manufacturing processes. We select all of our suppliers through a rigorous process to ensure high quality and reliability with the capacity to support our expanding production levels. Only raw material from approved suppliers is used in the manufacture of our products. To confirm quality and identify any risks, our approved suppliers are audited at pre-determined intervals. We have entered into long-term supply contracts with our largest suppliers of raw materials, which are typically multi-year agreements that include supply and delivery commitments and pricing terms. We believe our supplier relationships will be able to support our potential capacity needs for the foreseeable future. To date, we have not experienced any significant difficulty locating and obtaining the suppliers or materials necessary to fulfill our production requirements.

        Manufacture of our products is dependent on the availability of sufficient quantities of source tissue, which is the primary components of our products. Source tissue includes donated human tissue,




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porcine tissue and bovine tissue. We acquire donated human tissue directly through institutional review board approved protocols at multiple hospitals, as well as through tissue procurement firms engaged by us or by our contract manufacturers. We have two qualified porcine tissue suppliers, and currently one source of bovine tissue. Our processing of these tissues is, and our supplier sources are required to be, compliant with applicable FDA current Good Tissue Practice, or cGTP, regulations, AATB standards and U.S. Department of Agriculture, or USDA, requirements.

Reimbursement


Overview

        Our customers primarily consist of hospitals, wound care centers, government facilities, ASCs and physician offices, all of whom rely on coverage and reimbursement for our products by Medicare, Medicaid and other third-party payers. Governmental insurance programs, such as Medicare and Medicaid, typically have published and defined coverage criteria and published reimbursement rates for medical products, services and procedures that are established by law or regulation. Non-government




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payers have their own coverage criteria and often negotiate payment rates for medical products, services and procedures. Many also require prior authorization as a prerequisite to coverage. In addition, in the United States, an increasing percentage of insured individuals are receiving their medical care through managed care programs, which monitor and also may require prior authorization for the products and services that a member receives. Coverage and reimbursement from government and commercial payers is not assured and is subject to change.

        Currently, Medicare makes a separate payment for our products when used in the physician office at a payment rate of average sales price (ASP) plus 6% (less the statutory sequestration rate of 2% of the government portion for a final payment rate of ASP+4.3%). In the outpatient hospital and ASC settings, Medicare payment for all our products (except PuraPly and PuraPly AM as described below) is bundled into the payment for the application procedure. During the period starting on January 1, 2018 and ending on September 30, 2018, payment for PuraPly AM and PuraPly is included in the bundled payment structure.

        All skin substitute products administered in the hospital outpatient department and ASC settings are bundled, except for those products that have been approved by CMS for pass-through status. Pursuant to the Appropriations Act, PuraPly AM and PuraPly will have pass-through status effective on October 1, 2018 and Medicare will make a pass-through payment when PuraPly AM and PuraPly is used in outpatient hospital and ASC settings. PuraPly AM and PuraPly will retain pass-through status through September 30, 2020. The amount of the pass-through payment for PuraPly AM and PuraPly for the period from October 1, 2018 to March 31, 2019 will be equal to the pass-through amount that applied on December 31, 2017, which was ASP + 6%. After that, the pass-through amount will be ASP + 6% for the applicable calendar quarter. Additionally, from October 1, 2018 through September 30, 2020 (the period in which PuraPly AM and PuraPly have pass-through status), the Center for Medicare & Medicaid Services, or CMS, is directed to remove all amounts attributable to PuraPly AM and PuraPly from the bundled payment amount, which we expect will result in a decrease in the payment for skin substitute procedures that do not include a product with pass-through status. The Appropriations Act applies only to Medicare and does not apply to Medicaid or any commercial payers.

        Medicare, the federally funded program that provides healthcare coverage for senior citizens and the disabled, is the largest third-party payer in the United States. CMS, administers the Medicare program and uses MACs to process claims, develop coverage policies and make payments within designated geographic jurisdictions. Our products fall under the jurisdiction of the Part A/B MACs. Medicare coverage for our products is established by each MAC for its specific jurisdiction. CMS has




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not a national coverage determination related to skin substitutes. Currently, all the MACs cover our products in the outpatient hospital, physician office and ASC settings.

        Private payers often, but not always, follow the lead of Medicare or other governmental payers in making coverage and reimbursement determinations. Therefore, achieving favorable Medicare coverage and reimbursement can sometimes be a significant factor in obtaining favorable coverage and reimbursement for products by private payers. While most private payers currently cover Apligraf and Dermagraft, those payers do not cover many of our other products, such as PuraPly, PuraPly AM, NuShield, and Affinity.

Skin Substitutes Used for Wound Care

        All of our Advanced Wound Care products are classified as "skin substitutes" for Medicare reimbursement purposes. In 2014, CMS instituted "bundled" payments in the hospital outpatient and ASC setting for skin substitutes using a two-tier payment system. The Medicare payment system bundles payment for our products (and all skin substitutes) into the payment for the application of the skin substitute, resulting in a single payment to the provider that includes both the application of the




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product and the product itself. There is one bundled payment amount for procedures that involve high cost products, i.e., products whose cost exceeds a threshold amount, and another bundled payment amount for procedures that involve low cost products that do not meet the threshold. The bundled payment rate is updated annually and is also geographically adjusted. The bundled payment rates change every year as do the thresholds that determine which products are assigned to the high cost bundle. Currently, all of our wound care products are assigned to the high cost bundle; it is not possible to predict, however, whether those products will continue to be assigned to the high cost bundle or the rates that will be paid for each bundle. Further, under the bundling policy there is an inherent incentive to use the cheapest products available, even if those products are less effective.

        The bundled payment rates are also geographically adjusted. This geographic adjustment may result in significant payment variations among regions; for example, sixty percent of the hospital payment rate is adjusted to take into account the region's wage-index, which can vary widely from one region to another. The wage-index adjustment may result in reimbursement being insufficient to account for the cost of skin substitute products and sizes in one geographic area that are fully reimbursed in other geographic areas.

        All skin substitute products administered in the hospital outpatient department and ASC settings are bundled, except for those products that have been approved by CMS for pass-through status. In order to encourage the development of innovative medical devices, drugs and biologics, Medicare created pass-through payments to allow payment for new innovative medical products to be added to the current Medicare rate. For a limited period of time, products with pass-through status are reimbursed through an additional reimbursement amount known as a "pass through payment," for the medical device, drug or biologic on top of the bundled payment amount the hospital would receive for performing the service. The additional payment amount is the hospital's charge for the pass-through product reduced to cost using the hospital's specific cost to charge ratio, less an offset for the amount of money already included in the bundle for skin substitute products. PuraPly AM and PuraPly were approved for pass-through status from January 1, 2015 through December 31, 2017. Beginning on January 1, 2018, they have been included in the "bundled" payment structure. In response to this change in reimbursement, we added additional sizes of our PuraPly products and made adjustments to the pricing of existing sizes, which we believe will allow these products to compare favorably with other leading skin substitute brands included in the high cost bundle.

        The Appropriations Act, which was enacted on March 23, 2018, restored the pass-through status of PuraPly AM and PuraPly effective October 1, 2018 and this status will continue through September 30. 2020. As a result, PuraPly AM and PuraPly will be included in the "bundled" payment structure from




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January 1, 2018 through September 30, 2018. Beginning on October 1, 2018, Medicare will resume pass-through payments when PuraPly AM and PuraPly are used in outpatient hospital and ASC settings. Under the Appropriations Act, all other skin substitute products, including all of our other products, will remain in the bundled payment structure. The amount of the pass-through payment for PuraPly AM and PuraPly for the period from October 1, 2018 through March 31, 2019 will be equal to the pass-through amount that applied on December 31, 2017, which was ASP +6%. After that, the pass-through amount will be ASP + 6% for the applicable calendar quarter. Additionally, from October 1, 2018 through September 30, 2020 (the period in which PuraPly AM and PuraPly have pass-through status), CMS is directed to remove all amounts attributable to PuraPly AM and PuraPly from the bundled payment amount, which we expect will result in a decrease in the payment for skin substitute procedures that do not include a product with pass-through status. The Appropriations Act applies only to Medicare, and does not apply to Medicaid or any commercial payers.

        In the physician office setting, payment for skin substitutes is not bundled into the payment for the administration of the product. Skin substitutes are paid separately from the application procedure and the Medicare payment rate for all skin substitutes (including ours) is calculated based on the manufacturer's ASP on a per square centimeter basis with the total payment for the product being the




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per square centimeter ASP-based payment rate multiplied by the total number of centimeters. In the physician office setting the Medicare payment rates for all skin substitutes (including ours) are updated quarterly based on manufacturer reported ASP and are not geographically adjusted. The actual payment rate for skin substitutes is ASP plus 6%, which is adjusted for the statutorily mandated sequestration resulting in an actual payment of ASP plus 4.3%. This payment methodology applies only to physician offices.

        Commercial insurers contract with participating providers such as hospitals, wound care centers, government facilities, ASCs and physician offices to establish agreed upon payment rates for items and services, including skin substitutes. Usually these rates are in the form of a fee-schedule but sometimes there is a bundled payment rate. In many cases, the fee schedules are based on Medicare payment rates, which are bundled in hospitals and ASCs, but not in physician offices. These rates may vary by insurer, provider and by region.

        Medicaid coverage and payment rates and policies as to the types of providers (e.g., podiatrists) who are allowed to apply our products are determined by each state's Medicaid program. Some states may bundle Medicaid payment for skin substitutes into the payment for the application procedure, like Medicare, while other states may pay separately. State Medicaid programs may reach different conclusions regarding the medical necessity of products used in treating Medicaid patients.

Surgical & Sports Medicine Products

        Surgical & Sports Medicine products administered on an inpatient basis in a hospital are reimbursed by Medicare as part of a bundled payment based on the Medicare Severity Diagnosis Related Group, or MS-DRG, to which a patient is assigned upon discharge from the hospital. MS-DRG assignment is determined according to the patient's primary diagnosis, but can also be affected by other diagnoses that affect the patient's condition and the provision of certain surgical procedures. In addition, certain MS-DRGs account for complications and comorbidities, which may increase the reimbursement amount.

        The MS-DRG payment rate is a consolidated prospective payment for all services provided by the hospital during the patient's hospitalization, based on the average cost of care calculated from Medicare claims data. With extremely few exceptions, the MS-DRG payment is inclusive of all services, products, and resources. Products administered during surgical procedures are not typically coded or paid separately when provided to a hospital inpatient. MS-DRG payments are case rates and hospitals




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profit when their costs for a particular patient are below the case-rate and they are at risk of a loss if their costs are above the case rate.

        Some private payers use the MS-DRG based system to reimburse facilities for inpatient services.

Competition


        We operate in highly competitive markets that are subject to rapid technological change. Success in these markets depends primarily on product efficacy, ease of product use, product price, availability of coverage and adequate third party reimbursement, customer support services for technical, clinical and reimbursement support, and customer preference for, and loyalty to, the products.

        We believe that the demonstrated clinical efficacy of our products, the breadth of our product portfolio, our in-house customer support services, our customer relationships and reputation offer us advantages over our competitors. In addition, we believe we are the only regenerative medicine company offering PMA approved, BLA approved, and 510(k) cleared products in addition to our 361 HCT/Ps.

        Our products compete primarily with skin substitute products, amniotic technology products, orthobiologics products, other advanced wound care and traditional wound care products, among




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others. Our competitors include Acelity Holdings, Inc., ACell, Incorporated, Amniox Medical, Inc., Angiodynamics, Inc., Arthrex, Inc., Integra LifeSciences Holdings Corporation, Medtronic plc, MiMedx Group, Inc., Osiris Therapeutics, Inc., Penumbra, Inc, Smith & Nephew plc, Solsys Medical, LLC and Stryker Corporation.

        We also compete in the marketplace to recruit and retain qualified scientific, management and sales personnel, as well as to acquire technologies and technology licenses complementary to our products or advantageous to our business.

        We are aware of several companies that compete, or are developing technologies, in our current and future product areas. As a result, we expect competition to remain intense. Our ability to compete successfully will depend on our ability to develop proprietary products that reach the market in a timely manner, receive adequate coverage and reimbursement, are cost effective and are safe and effective.

Intellectual Property


        Our success depends in part on our ability to protect our proprietary technology and intellectual property and operate without infringing the patents and other proprietary rights of third parties. We rely on a combination of trademark, trade secret, patents, copyright and other intellectual property rights and measures to protect the intellectual property rights that we consider important to our business. We also rely on know-how and continuing technological innovation to develop and maintain our competitive position. Other than a license from Novartis Pharma AG for trademark and domain name rights to Apligraf and an exclusive license from RESORBA Medical GmbH, or Resorba, to a U.S. patent for a collagen-based wound dressing containing PHMB, we do not have any additional material licenses to any technology or intellectual property rights. Under the terms of the exclusive license from Resorba, we are obligated to make minimum royalty payments of $2.5 million in 2017 and $1.0 million in each of 2018 and 2019, and were subject to a $2.5 million minimum royalty payment in 2017, as part of an ongoing low single digit royalty payment on net sales of PuraPly AMAM; the term of the license shall continue for the life of the patent, which expires in October 2026. We may also terminate the license upon written notice to Resorba in that event that (i) the patent is invalidated or (ii) we stop all activities that would require a license to the patent, and either party may terminate the license in the event of a material breach by the other party, subject to notice and an ability to cure. In addition, we are obligated to make upfront and maintenance payments totaling $0.6 million at specified periods




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prior to April 1, 2019, including a payment of $0.2 million whichthat was due by July 1, 2018. The license is assignable but not sub-licensable.

        As of June 30, 2018, we owned 101 issued patents globally, of which 9 were U.S. patents. As of June 30, 2018, we owned 35 pending patent applications, of which 16 were patent applications pending in the United States. Subject to payment of required maintenance fees, annuities and other charges, many of our issued patents are currently expected to expire between 2018 and 2021. The expiration of these patents is not expected to have a material impact on our business. In addition, many of our products, including our Apligraf, Dermagraft and NuShield products, are not covered by our issued patents or pending patent applications. Our issued patents are drawn to the following main areas: methods of making our collagen biomaterial technology platform products, methods of using cultured connective tissue constructs, three-dimensional stromal tissue-based methods for vascularizing cardiac tissue, methods for treating recessed oral gingiva using cultured tissue constructs, bioreactor culture dish systems having an accessible sealing port, continuous extrusion methods of producing strands of biocompatible materials, hepatocyte growth factor- and hyaluronic acid-containing compositions and methods of using such compositions, methods of using osteoconductive implants, methods of using placental membrane preparations to generate tissuein vivo, and methods of harvesting or proliferating human prenatal stem cells. Our pending patent applications encompass additional areas, including bioengineered constructs comprising extracellular matrix produced by cultured cells and methods of making same, wound treating methods using amniotic-derived cells and placental membrane, hypothermic placental membrane storage methods, and morselized amnion tissue-based wound treatment methods. Our pending patent applications may not result in issued patents and we can give no assurance that any patents that have issued or might issue in the future will protect our current or future products or provide us with any competitive advantage. See the section titled "Risk




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Factors—Risks Related to Organogenesis and its Business—Risks Related to Our Intellectual Property" for additional information.

        Additionally, we own or have rights to trademarks or trade names that are used in our business and in conjunction with the sale of our products, including 14 U.S. trademark registrations and 8 foreign trademark registrations, as of June 30, 2018.

        We also seek to protect our proprietary rights through a variety of methods, including confidentiality agreements and proprietary information agreements with suppliers, employees, consultants and others who may have access to our proprietary information.

Government Regulation


FDA Regulation of Product Registration, Manufacture and Promotion

        We market medical products in the United States that have either been approved or cleared by the FDA prior to marketing, or do not require FDA premarket review. Our marketed products that have received marketing authorization from the FDA have done so under one of the following agency pathways: 510(k) clearance for a Class II medical device; approval of a PMA for a Class III medical device; or approval of a BLA for a biological product. These medical products are regulated by the FDA under the PHSA or the FDCA along with the FDA's implementing regulations. These federal statutes and regulations govern, among other things, the following activities that we perform or are performed on our behalf and will continue to perform or have performed on our behalf: the production, research, development, testing, manufacture, quality control, packaging, labeling, storage, approval, advertising and promotion, distribution of our products into interstate commerce, record keeping, service and surveillance, complaint handling, repair or recall of products, adverse event reporting and other field safety corrective actions.

        Unless an exemption applies or the product is a Class I device, each medical device that we market must first receive either 510(k) clearance or PMA approval from the FDA. In addition, certain




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modifications made to marketed devices also may require 510(k) clearance or approval of a PMA supplement. We maintain necessary clearances and approvals for products derived from porcine, bovine, and human tissues that are regulated by the FDA. PuraPly and PuraPly AM are medical devices that have been cleared for marketing under a number of 510(k)s for uses such as wound dressing, intraoral barrier, and surgical mesh. We also maintain medical device approvals for the Apligraf (P950032) and Dermagraft (P000036) devices, both approved by the FDA as chronic wound treatments.

        With respect to the manufacture of medical devices and biologics, the FDA regulates and inspects equipment, facilities, laboratories and processes used in the manufacturing and testing of products prior to providing approval to market products. If after receiving approval from the FDA, we make a material change in manufacturing equipment, location or process, additional regulatory review may be required. Our manufacturing processes must comply with the FDA's Quality System Regulation, or QSR, for our medical device products. The QSR requires that each device manufacturer establish and implement a quality system by which the manufacturer monitors the manufacturing process and maintains records that show compliance with FDA regulations and the manufacturer's written specifications and procedures relating to the devices. Among other things, these regulations require that manufacturers establish performance requirements before production and follow requirements applicable to design controls, testing, record keeping, documentation, manufacturing standards, labeling, complaint handling, and management review.

        The FDA conducts periodic visits, both announced and unannounced, to re-inspect our equipment, facilities, laboratories and processes to confirm regulatory compliance. These inspections may include the manufacturing facilities of subcontractors. Following an inspection, the FDA may issue a report,




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known as a 483, listing instances where the manufacturer has failed to comply with applicable regulations and/or procedures or, if observed violations are severe and urgent, a warning letter. If the manufacturer does not adequately respond to a 483 or warning letter, the FDA make take enforcement action against the manufacturer or impose other sanctions or consequences, which may include:

•

cease and desist orders;



•

injunctions, or consent decrees;



•

civil monetary penalties;



•

recall, detention or seizure of our products;



•

operating restrictions, partial or total shutdown of production facilities;



•

refusal of or delay in granting our requests for 510(k) clearance or PMA or BLA approval of new products or modified products;



•

withdrawing 510(k) clearance or PMA/BLA approvals that are already granted;



•

refusal to grant export approval or export certificates for our products; and



•

criminal prosecution.

        In addition, we must comply with medical device reporting regulations and corrections and removal reporting regulations. Medical device reporting regulations require that manufacturers report to the FDA if their devices may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur. Corrections and removal reporting regulations require that manufacturers report to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FDCA that may present a risk to health. The FDA may also order a mandatory recall if there is a reasonable probability that the device would cause serious adverse health consequences or death.




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        Certain human cells, tissues, and cellular and tissue-based products, or HCT/Ps, are regulated under Section 361 of the PHSA and are referred to as "Section 361 HCT/Ps" or simply "361 HCT/Ps," while other HCT/Ps are subject to the FDA's regulatory requirements for medical devices and/or biologics. A product that is regulated as a 361 HCT/P may be commercially distributed without prior FDA clearance or approval. Pursuant to 21 CFR 1271.10, in order to be regulated as a 361 HCT/P, and hence exempt from premarket review, an HCT/P must be minimally manipulated, intended for homologous use, and manufactured without being combined with another article (except for water, crystalloids, or sterilizing, preserving, or storage agents). The HCT/P must also either have no systemic effect and not be dependent upon the metabolic activity of living cells for its primary function or, if it has a systemic effect, be intended for autologous use, for allogeneic use in a first-degree or second-degree blood relative or for reproductive use. We believe that Affinity and NuShield generally fulfill the relevant criteria under 21 CFR 1271.10, although in light of the 361 HCT/P Guidance, it may be necessary to revise our labeling and marketing claims for Affinity and NuShield to clarify that they are intended as wound coverings, in order to ensure that they continue to qualify as Section 361 HCT/Ps. Section 361 HCT/Ps are subject to specific FDA regulations that include cGTPs, donor eligibility determination requirements, adverse event reporting, and advertising and labeling requirements. cGTP regulations govern the methods used in, and the facilities and controls used for, the manufacture of HCT/Ps, including but not limited to all steps in recovery, donor screening, donor testing, processing, storage, labeling, packaging, and distribution.

        HCT/Ps that do not meet these criteria (which may, as noted above, include NuCel and ReNu), as well as certain tissue-engineered products, are regulated as biological products under Section 351 of the PHSA and also, in some respects, as drugs under the FDCA. Before a biologic product can be




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marketed in interstate commerce, it must receive approval of a BLA by the FDA. In addition to products regulated as medical devices, we also hold a BLA for Gintuit (125400/0), which is indicated for topical (non-submerged) application to a surgically created vascular wound bed in the treatment of mucogingival conditions in adults. Although we do not currently market Gintuit, should we resume its manufacture, the process must comply with the FDA's current cGMPs which are designed to ensure that finished products are not adulterated or misbranded or otherwise in violation of the requirements of the FDCA.

        Advertising, marketing and promotional activities for devices and biologics are also subject to FDA oversight and must comply with the statutory standards of the FDCA, and the FDA's implementing regulations. The FDA's oversight authority review of marketing and promotional activities encompasses, but is not limited to, direct-to-consumer advertising, healthcare provider-directed advertising and promotion, sales representative communications to healthcare professionals, promotional programming and promotional activities involving electronic media. The FDA also regulates industry-sponsored scientific and educational activities that make representations regarding product safety or efficacy in a promotional context. The FDA may take enforcement action against a company for promoting unapproved uses of a product or for other violations of its advertising and labeling laws and regulations. Enforcement actions may include product seizures, injunctions, civil or criminal penalties or regulatory letters, which may require corrective advertising or other corrective communications to healthcare professionals.

Government Advocacy

        We engage in public policy advocacy with policymakers and continue to work to demonstrate that our therapeutic products provide value to patients and to those who pay for health care. We advocate with government policymakers to encourage a long-term approach to sustainable health care financing that ensures access to innovative medicines and does not disproportionately target FDA-regulated medical devices and biologics as a source of budget savings. In markets with historically low rates of




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health care spending, we encourage those governments to increase their investments and adopt market reforms in order to improve their citizens' access to appropriate health care.

Regulations Governing Reimbursement/Fraud and Abuse

        Within the United States, our products and our customers are subject to extensive regulation by a wide range of federal and state agencies. These agencies regulate the coverage and reimbursement of our products, including prohibiting activities that might result in fraud and abuse. Internationally, other governments also impose regulations in connection with their health care reimbursement programs and the delivery of health care items and services.

        U.S. federal health care fraud and abuse laws generally apply to our activities because our products are covered under federal healthcare programs such as Medicare and Medicaid. The principal U.S. federal health care fraud and abuse laws applicable to us and our activities include: (1) the Anti-Kickback Statute, which prohibits the knowing and willful offer, solicitation, payment or receipt of anything of value in order to generate business reimbursable by a federal health care program; (2) the False Claims Act, which prohibits the submission of false or otherwise improper claims for payment to a federally-funded health care program, including claims resulting from a violation of the Anti-Kickback Statute; and (3) health care fraud statutes that prohibit false statements and improper claims to any third-party payer.

        The Anti-Kickback Statute is particularly relevant because of its broad applicability. Specifically, the Anti-Kickback Statute prohibits persons from knowingly and willfully soliciting, offering, receiving, or providing remuneration, directly or indirectly, in exchange for, or to induce, either the referral of an individual, or the furnishing, arranging for or recommending a good or service for which payment may




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be made in whole or part under federal health care programs, such as the Medicare and Medicaid programs. Almost any financial interaction with a healthcare provider, patient or customer will implicate the Anti-Kickback Statute. Statutory exceptions and regulatory safe harbors protect certain interactions if specific requirements are met. However, only those interactions that represent fair market value exchanges generally are protected by a safe harbor or exception. The government can exercise enforcement discretion in taking action against unprotected activities. Many interactions in which we commonly engage, such as our customer support services, could implicate the Anti-Kickback Statute, are not protected by a safe harbor or exception and have been the subject of government scrutiny and enforcement action when not structured appropriately. If the government determines that these activities are abusive, we could be subject to enforcement action. Other companies that manufacture wound care products have been subject to government scrutiny and enforcement action. For example, in early 2017, Shire Pharmaceuticals LLC and other subsidiaries of Shire plc agreed to pay $350 million to settle federal and state False Claims Act allegations that Shire and the company that Shire acquired in 2011, Advanced BioHealing, employed kickbacks and other unlawful methods to induce clinics and physicians to use or overuse its product Dermagraft (a product we subsequently acquired). Penalties for Anti-Kickback Statute violations may include both criminal penalties such as imprisonment and civil sanctions such as fines and possible exclusion from Medicare, Medicaid, and other federal health care programs. Exclusion would mean that our products were no longer eligible for reimbursement under federal healthcare programs.

        There are similar state false claims, anti-kickback, and insurance laws that apply to state-funded Medicaid and other health care programs as well as to private third-party payers. Insurance companies may also bring a private cause of action for treble damages against a manufacturer for a pattern of causing false claims to be filed under the federal Racketeer Influenced and Corrupt Organizations Act, or RICO. In addition, the FCPA may be used to prosecute companies in the United States for arrangements with physicians, or other parties outside the United States if the physician or party is a government official of another country and the arrangement violates the laws of that country.




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        Laws and regulations have also been enacted by the federal government and various states to regulate the sales and marketing practices of medical device and pharmaceutical manufacturers. The laws and regulations generally limit financial interactions between manufacturers and health care providers; require pharmaceutical and medical device companies to comply with voluntary compliance standards issued by industry associations and the relevant compliance guidance promulgated by the U.S. federal government; and/or require disclosure to the government and/or public of financial interactions (so-called "sunshine laws"). Many of these laws and regulations contain ambiguous requirements or require administrative guidance for implementation. Manufacturers must adopt reasonable interpretations of requirements if there is ambiguity and those interpretations could be challenged. Given the lack of clarity in laws and their implementation, our activities could be subject to the penalty provisions of the pertinent federal and state laws and regulations.

        The healthcare laws and regulations applicable to us, including those described above, are subject to evolving interpretations and enforcement discretion. If a governmental authority were to conclude that we are not in compliance with applicable laws and regulations, we and our officers and employees could be subject to severe criminal and civil financial penalties, including, for example, exclusion from participation as a supplier of product to beneficiaries covered by Medicare or Medicaid. Any failure to comply with laws and regulations relating to reimbursement and health care goods and services could adversely affect our reputation, business, financial condition and cash flows. To help ensure compliance with the laws and regulations governing the provision of health care goods and services, we have implemented a comprehensive compliance program based on the HHS Office of Inspector General's Seven Elements of an Effective Compliance Program. Despite our compliance program, we cannot be certain that we have always operated in full compliance with all applicable healthcare laws.




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        Our profitability and operations are subject to risks relating to changes in legislative, regulatory, and reimbursement policies and decisions as well as changes to private payer reimbursement coverage and payment decisions and policies. Implementation of further legislative or administrative reforms to reimbursement systems, or adverse decisions relating to our products by administrators of these systems in coverage or reimbursement, could significantly reduce reimbursement or result in the denial of coverage, which could have an impact on the acceptance of and demand for our products and the prices that our customers are willing to pay for them.

Seasonality


        Revenues during our fourth quarter tend to be stronger than other quarters because many hospitals increase their purchases of our products during the fourth quarter to coincide with the end of their budget cycles in the United States. Satisfaction of patient deductibles through the course of the year also results in increased revenues later in the year. In general, our first quarter usually has lower revenues than the preceding fourth quarter, the second and third quarters have higher revenues than the first quarter, and the fourth quarter revenues are the highest in the year.

Employees


        As of June 30, 2018, we had approximately 680 employees worldwide. None of our employees are represented by a collective bargaining agreement and we have never experienced a work stoppage. We believe our employee relations are good.

Facilities


        Our corporate headquarters is located on our four-building campus in Canton, Massachusetts. Comprising approximately 300,000 square feet of leased space devoted to manufacturing, shipping, operations, and research and development, the leases for all four buildings expire on December 31, 2022. We have an option to renew these leases for an additional five-year term. We lease the buildings




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in Canton from entities that are controlled by Alan A. Ades, Albert Erani, Dennis Erani and Glenn H. Nussdorf, who together control a majority of the voting power of our outstanding common stock. In addition, Messrs. Ades, Albert Erani and Nussdorf are members of our board of directors. See "Certain Relationships and Related Transactions—Organogenesis Related Party Transactions."

        We also lease facilities in La Jolla, California; San Diego, California; and Birmingham, Alabama. Our La Jolla facilities are leased through December 31, 2021 and include approximately 92,000 square feet devoted to operations, research and development, and manufacturing. Our 6,000 square foot warehouse facility in San Diego is leased through April 30, 2020. Our 25,000 square foot office in Birmingham supports the products we acquired as part of our acquisition of NuTech Medical, and is leased through December 31, 2018.

Legal Proceedings


        From time to time, we may become involved in litigation or other legal proceedings relating to claims arising from the ordinary course of business. These matters may include intellectual property, employment and other general claims. With respect to our outstanding legal matters, based on our current knowledge, we believe that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties.




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NON-GAAP FINANCIAL MEASURES


        Unless the context otherwise requires, for purposes of this section, the terms "we," "us," "the Company," "Organogenesis" or "our company" refer to Organogenesis Inc. and its subsidiaries as they currently exist.

EBITDA and Adjusted EBITDA

        To provide investors with additional information regarding our financial results, we monitor and have presented within this consent solicitation/joint proxy statement/prospectus Adjusted EBITDA, which is a non-GAAP financial measure. This non-GAAP financial measure is not based on any standardized methodology prescribed by U.S. generally accepted accounting principles, or GAAP, and is not necessarily comparable to similarly-titled measures presented by other companies.

        We define EBITDA as net income (loss) attributable to Organogenesis Inc. before depreciation and amortization, interest expense and income taxes and we define Adjusted EBITDA as EBITDA, further adjusted for the impact of certain items that we do not consider indicative of our core operating performance. These items include non-cash equity compensation, mark to market adjustments on our warrant liabilities, interest rate swaps and our contingent asset and liabilities and a gain on settlement of litigation in 2015. We have presented Adjusted EBITDA in this consent solicitation/joint proxy statement/prospectus because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the exclusion of certain items in calculating Adjusted EBITDA can produce a useful measure for period-to-period comparisons of our business.

        We use Adjusted EBITDA to evaluate our operating performance and trends and make planning decisions. We believe Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the items that we exclude. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by our management in its financial and operational decision-making.

        Our Adjusted EBITDA is not prepared in accordance with GAAP, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss) attributable to Organogenesis Inc., which is the most directly comparable GAAP equivalent. Some of these limitations are:

•

Adjusted EBITDA excludes stock-based compensation expense, as stock-based compensation expense has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy;



•

Adjusted EBITDA excludes depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated may have to be replaced in the future;



•

Adjusted EBITDA excludes net interest expense, or the cash requirements necessary to service interest, which reduces cash available to us;



•

Adjusted EBITDA excludes the impact of the changes in the fair value of our warrant liability, our contingent consideration forfeiture asset, contingent purchase earn-out and the fair value of interest rate swaps;



•

Adjusted EBITDA excludes income tax expense (benefit); and




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•

other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

        Because of these limitations, we consider, and you should consider, Adjusted EBITDA together with other operating and financial performance measures presented in accordance with GAAP. The following table presents a reconciliation of Adjusted EBITDA to net income (loss) attributable to Organogenesis Inc., the most directly comparable measure calculated in accordance with GAAP, for each of the periods presented.

		Year ended December 31,									Six Months ended June 30,
		2015			2016			2017			2017			2018
		(in thousands)									(in thousands)
Other Financial Data:
Net income (loss) attributable to Organogenesis Inc.		$	(24,261	)	$	(16,987	)	$	(8,388	)	$	1,443		$	(42,498	)
Interest expense, net			3,348			5,474			8,010			3,550			5,191
Income tax expense (benefit)			(177	)		65			(7,025	)		(6,839	)		55
Depreciation			6,063			5,702			3,591			1,762			1,747
Amortization			1,622			1,617			2,037			948			1,834
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
EBITDA			(13,405	)		(4,129	)		(1,775	)		864			(33,671	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Stock-based compensation expense			459			473			919			374			568
Gain on settlement of litigation(1)			(2,988	)		—			—			—			—
Change in contingent consideration forfeiture asset(2)			—			—			(212	)		(94	)		589
Change in contingent purchase earn-out(3)			(3,300	)		—			—			—			—
Change in fair value of interest rate swaps(4)			5			(253	)		6			(6	)		—
Change in fair value of warrant liability(5)			—			737			1,037			450			248
Write-off of deferred offering costs			—			—			—			—			3,494
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted EBITDA		$	(19,229	)	$	(3,172	)	$	(25	)	$	1,600		$	(28,772	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

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(1)

Amount reflects the settlement received in 2015 in connection with a 2011 lawsuit filed against a former employee, alleging the breach of an Invention, Non-Disclosure and Non-Competition Agreement.



(2)

Amount reflects the change in fair value of the common shares associated with the shares issued in connection with the acquisition of NuTech Medical that are forfeitable by the sole stockholder of NuTech Medical upon the occurrence of the FDA requiring approval of certain products acquired from NuTech Medical.



(3)

Amount reflects the change in fair value of a contingent purchase earn-out in connection with our acquisition of Dermagraft from Shire plc, or Shire.



(4)

Amount reflects the change in fair value of our interest rate swaps that the Real Estate Entities (as defined in "Management's Discussion and Analysis of Financial Conditions and Results of Operations—Overview—Items Affecting Comparability") entered into to manage the economic impact of fluctuations in interest rates. We do not use interest rate swaps for speculative or trading purposes and as such, the fair value of these instruments is recorded as an asset or liability on the consolidated balance sheet with change in the fair value of the instruments recognized as income or expense in the current period as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss.



(5)

In connection with our 2016 Loans, we classified the warrants issued to purchase our common stock to the lenders, who are our affiliates as a liability on our consolidated balance sheet. Amounts in the table reflect the change in fair value of the warrant liability. See "Certain Relationships and Related Transactions—Organogenesis Related Party Transactions—Loans from Controlling Entities—2016 Loans."




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INDUSTRY AND MARKET DATE TERMINOLOGY


        This prospectus contains estimates, projections and other information concerning Organogenesis' industry, its business and the markets for its products, including data regarding the estimated size of those markets, their projected growth rates, the perceptions and preferences of patients and physicians regarding certain therapies and other patient data and reimbursement data, as well as market research, estimates and forecasts prepared by Organogenesis' management. Organogenesis obtained the industry, market and other data throughout this consent solicitation/joint proxy statement/prospectus from its own internal estimates and research, as well as from industry publications and research, surveys and studies conducted by third-parties, including governmental agencies. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are assumed in this information.




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ORGANOGENESIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


        Unless the context otherwise requires, for purposes of this section, the terms "we," "us," "the Company," "Organogenesis" or "our company" refer to Organogenesis Inc. and its subsidiaries as they currently exist. The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes of the Company included elsewhere in this prospectus. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including but not limited to those described in the "Risk Factors" section of this prospectus. Actual results may differ materially from those contained in any forward-looking statements. You should read "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors."

Overview


        Organogenesis is a leading regenerative medicine company focused on the development, manufacture, and commercialization of solutions for the Advanced Wound Care and Surgical & Sports Medicine markets. Our products have been shown through clinical and scientific studies to support and in some cases accelerate tissue healing and improve patient outcomes. We are advancing the standard of care in each phase of the healing process through multiple breakthroughs in tissue engineering and cell therapy. Our solutions address large and growing markets driven by aging demographics and increases in comorbidities such as diabetes, obesity, smoking, and cardiovascular and peripheral vascular disease. We offer our differentiated products and in-house customer support to a wide range of health care customers including hospitals, wound care centers, government facilities, ASCs, and physician offices. Our mission is to provide integrated healing solutions that substantially improve medical outcomes and the lives of patients while lowering the overall cost of care.

        We offer a comprehensive portfolio of products in the markets we serve that address patient needs across the continuum of care. We have and intend to continue to generate data from clinical trials, real world outcomes and health economics research that validate the clinical efficacy and value proposition offered by our products. The majority of the existing and pipeline products in our portfolio have PMA approval, BLA approval or 510(k) clearance from the FDA. Given the extensive time and cost required to conduct clinical trials and receive FDA approvals, we believe that our data and regulatory approvals provide us a strong competitive advantage. Our product development expertise and multiple technology platforms provide a robust product pipeline, which we believe will drive future growth.

        Historically we have concentrated our efforts in the Advanced Wound Care market. In 2017, we acquired NuTech Medical which further expanded our wound care portfolio and broadened our addressable market to include the Surgical & Sports Medicine market. We believe the expanded product portfolio facilitated by this acquisition is enhancing the ability of our sales representatives to reach and penetrate customer accounts, contributing to strong growth over time.

        In the Advanced Wound Care market, we focus on the development and commercialization of advanced wound care products for the treatment of chronic and acute wounds, primarily in the outpatient setting. We have a comprehensive portfolio of regenerative medicine products, capable of supporting patients from early in the wound healing process through to wound closure regardless of wound type. Our Advanced Wound Care products include Apligraf for the treatment of VLUs and DFUs; Dermagraft for the treatment of DFUs; PuraPly AM to address biofilm across a broad variety of wound types; and Affinity and NuShield to address a variety of wound sizes and types. We have a highly trained and specialized direct wound care sales force paired with exceptional customer support services.

        In the Surgical & Sports Medicine market, we focus on products that support the healing of musculoskeletal injuries, including degenerative conditions such as OA and tendonitis. We are leveraging our regenerative medicine capabilities in this attractive, adjacent market. Our Surgical &




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Sports Medicine products include ReNu for in-office joint and tendon applications; NuCel for bony fusion in the spine and extremities; NuShield and Affinity for surgical application in targeted soft tissue repairs; and PuraPly AM for surgical treatment of open wounds. We currently sell these products through independent agencies and our growing direct sales force.

        For the year ended December 31, 2015 we generated revenue of $99.0 million and had a net loss of $22.4 million compared to revenue of $138.7 million and a net loss of $14.8 million for the year ended December 31, 2016. We generated revenue of $198.5 million and a net loss of $7.5 million for the year ended December 31, 2017. For the six months ended June 30, 2018, we generated revenue of $79.1 million and had a net loss of $42.5 million compared to revenue of $93.9 million and net income of $1.4 million for the six months ended June 30, 2017. We expect to incur operating losses for the foreseeable future as we expend resources as part of our efforts to grow our organization to support planned expansion. As of June 30, 2018, we had an accumulated deficit of $107.9 million. Our primary sources of capital to date have been from sales of our products and borrowings from related parties and institutional lenders. We operate in one segment, regenerative medicine.

Items Affecting Comparability

        NuTech Medical Acquisition.    On March 18, 2017, we entered into an Agreement and Plan of Merger pursuant to which we acquired all of the outstanding shares of capital stock of NuTech Medical for aggregate consideration consisting of $20.0 million in cash, $12.0 million of which was paid at closing with the remainder payable on or before the fifteen-month anniversary of the closing (less a reduction of $0.5 million resulting from an adjustment for working capital); and 1,794,455 shares of our common stock, 1,076,673 of which were subject to forfeiture and 358,891 of which contain put and call features, and fully vested options to purchase 67,555 shares of our common stock. In addition, a deferred tax liability of $6.8 million recorded in connection with the acquisition allowed us to release a portion of the U.S. valuation allowance resulting in a tax benefit in the same amount. Upon the closing of the merger, NuTech Medical became our wholly owned subsidiary. The results of operations for NuTech Medical are included in our consolidated financial statements as of March 24, 2017, which was the closing date of the merger.

        VIE Deconsolidation.    We have historically consolidated the accounts of Dan Road Associates, 85 Dan Road Associates, and 65 Dan Road Associates as variable interest entities. We refer to these variable interest entities collectively as the "Real Estate Entities." The Real Estate Entities, which are controlled by our affiliates, are special purpose entities that hold real estate that is leased by us. We do not hold any capital stock of the Real Estate Entities. Based on the nature of the leases and the mortgages held by our affiliates, we determined that the Real Estate Entities were variable interest entities, which required consolidation. Following the removal of certain personal guarantees provided by our affiliates in respect of mortgage loans related to the property held by the Real Estate Entities, we determined that the Real Estate Entities no longer met the definition of variable interest entities and we deconsolidated them from our financial statements as of June 1, 2017.

        Credit Agreement and ML Agreement.    In March 2017, we entered into a credit agreement with Silicon Valley Bank, as amended, the Credit Agreement. The Credit Agreement provides for a revolving credit facility of up to $30 million and a term loan of up to $5 million.. As of June 30, 2018, we had outstanding borrowings under the Credit Agreement of $27.4 million. In April 2017, we entered into a master lease agreement, or the ML Agreement, with Eastward Fund Management LLC. As of June 30, 2018, we had outstanding borrowings of $15.9 million under the ML Agreement. See the section titled "Description of Certain Indebtedness.




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Management's Use of Non-GAAP Measures

        Our management uses non-GAAP financial measures, in addition to financial measures in accordance with GAAP to evaluate our operating results. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. Our management uses Adjusted EBITDA principally as a measure of our operating performance and believes Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the items that we exclude. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by our management in its financial and operational decision-making.

Components of and Key Factors Influencing our Results of Operations


        In assessing the performance of our business, we consider a variety of performance and financial measures. We believe the items discussed below provide insight into the factors that affect these key measures.

Revenue

        We derive our net revenue from our portfolio of Advanced Wound Care and Surgical & Sports Medicine products. We primarily sell our Advanced Wound Care products through direct sales representatives who manage and maintain the sales relationships with hospitals, wound care centers, government facilities, ASCs and physician offices. We primarily sell our Surgical & Sports Medicine products through third party agencies.

        We recognize revenue from sales of our Advanced Wound Care products upon receipt of a purchase order from our customers and delivery of our products to our customers. For certain customers, products may be shipped in advance of the receipt of the purchase order but we recognize revenue on these products only upon receipt of a purchase order. We record revenue net of a reserve for returns and early payment discounts, which represent a direct reduction to the revenue we recognize. We consign our Surgical & Sports Medicine products to hospitals, ASCs and clinics, which allows physicians to use them in surgical procedures. We recognize revenue based upon the date that our consigned products have been used in a surgical procedure.

        Several factors affect our reported revenue in any period, including product, payer and geographic sales mix, operational effectiveness, pricing realization, marketing and promotional efforts, timing of orders and shipments, regulatory actions including healthcare reimbursement scenarios, competition and business acquisitions.

        The increase in revenue from 2015 to 2017 was primarily attributable to increased Advanced Wound Care sales volume due to additional sales headcount, increased efforts by our sales staff to expand the geographic locations in which we do business and the facilities that offer our products, as well as sales related to the products acquired in our acquisition of NuTech Medical in March of 2017.

        Included within our Advanced Wound Care revenue, is our PuraPly product portfolio that consists of PuraPly and PuraPly AM. We launched PuraPly in mid-2015 and introduced PuraPly AM in 2016. In order to encourage the development of innovative medical devices, drugs and biologics, Medicare can grant new products an additional "pass through payment" in addition to the bundled payment amount for a limited period of no more than three years. Our PuraPly products were granted pass-through status from launch through December 31, 2017, which created an economic incentive for practitioners to use PuraPly over other skin substitutes. As a result, we saw increases in revenue related to our PuraPly portfolio in the reported periods. During the same periods, we saw decreases in the revenue




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generated from our other Advanced Wound Care products. Beginning January 1, 2018, PuraPly AM and PuraPly transitioned to the bundled payment structure for skin substitutes, which provides for a two-tiered payment system in the hospital outpatient and ASC setting. The two-tiered Medicare payment system bundles payment for our Advanced Wound Care products (and all skin substitutes) into the payment for the procedure for applying the skin substitute, resulting in a single payment to the provider that includes reimbursement for both the procedure and the product itself. As a result of the transition to the bundled payment structure, total Medicare reimbursement for procedures using our PuraPly AM and PuraPly products decreased substantially. While the long-term impact of this transition to the bundled payment structure is currently unknown, a substantial decrease in revenue from our PuraPly AM and PuraPly products, which are key products in our portfolio, occurred in the first six months of 2018 and had a material adverse effect on our business, results of operations and financial condition. On March 23, 2018, Congress passed, and the President signed into law, the Consolidated Appropriations Act of 2018, or the Act. The Act restores the pass-through status of PuraPly and PuraPly AM effective October 1, 2018. As a result, PuraPly and PuraPly AM will continue to be included in the bundled payment structure from January 1, 2018 through September 30, 2018 after which time Medicare will resume making pass-through payments to hospitals when they use PuraPly and PuraPly AM in the outpatient hospital setting and in ASCs. PuraPly and PuraPly AM will retain pass-through reimbursement status until September 30, 2020. Other skin substitute products, including all of our other products, will remain in the bundled payment structure.

Cost of goods sold, gross profit and gross profit margin

        Cost of goods sold includes product testing costs, quality assurance costs, personnel costs, manufacturing costs, raw materials and product costs, and facility costs associated with our manufacturing and warehouse facilities. The increases in our cost of goods sold correspond with the increases in sales units driven by the expansion of our sales force and sales territories, expanded product portfolio offerings, and the number of facilities that offer our products. We expect our cost of goods sold to increase due primarily to increased sales volumes.

        Gross profit is calculated as net revenue less cost of goods sold and generally increases as revenue increases. Gross profit margin is calculated as gross profit divided by total revenue. Our gross profit and gross profit margin is affected by product and geographic sales mix, realized pricing of our products, the efficiency of our manufacturing operations and the costs of materials used to make our products. Regulatory actions, including healthcare reimbursement scenarios, which may require costly expenditures or result in pricing pressure, may decrease our gross profit and gross profit margin.

Selling, general and administrative expenses

        Selling, general and administrative expenses generally include personnel costs, commissions, incentive compensation, customer support, administrative and labor costs, insurance, professional fees, depreciation, bad debt expense and information systems costs. We expect our selling, general and administrative expenses to continue to increase due to continued revenue growth, increased investments in market development, geographic expansion and expansion of our sales and marketing forces..

Research and development expenses

        Research and development expenses relate to our investments in improvements to our manufacturing processes, product enhancements to our currently available products, and additional investments in our product pipeline and platforms. Our research and development costs also include expenses such as clinical trial and regulatory costs. We expense research and development costs as incurred. Our research and development expenses fluctuate from period to period based on the ongoing improvement to our manufacturing processes and product enhancements. We generally expect




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that these costs will increase over time as we continue to enhance our manufacturing process and products and add related personnel to support these enhancements and bring new products to market.

Write-off of deferred offering costs

        We deferred costs incurred related to an initial public offering, or IPO, which included legal, audit, and other professional fees. During the quarter ended June 30, 2018, the IPO process ceased and as a result, we recorded a write-off to expense the accumulated costs.

Other income (expense), net

        Interest expense, net.    Interest expense, net consists of interest on our outstanding indebtedness, including amortization of debt discount and debt issuance costs, net of interest income recognized in connection with loans made to employees.

        Change in fair value of warrant liability.    In connection with the 2016 Loans, we issued warrants to purchase our common stock to the lenders, who are our affiliates. We classify the warrants as a liability on our consolidated balance sheets because each warrant provides for down-round protection, which provides that the exercise price of the warrants be adjusted if we issue equity at a price that is below the current exercise price of the warrants. The warrant liability was initially recorded at fair value and is subsequently remeasured to fair value at each reporting date. Changes in the fair value of the warrant liability are recognized as a component of other income (expense), net in the consolidated statements of operations and comprehensive income (loss).

Income taxes

        We account for income taxes using an asset and liability approach. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are provided when necessary to reduce net deferred tax assets to an amount that is more likely than not to be realized.

        In determining whether a valuation allowance for deferred tax assets is necessary, management analyzes both positive and negative evidence related to the realization of deferred tax assets and inherent in that, assesses the likelihood of sufficient future taxable income. Management also considers the expected reversal of deferred tax liabilities and analyzes the period in which these would be expected to reverse to determine whether the taxable temporary difference amounts serve as an adequate source of future taxable income to support realizability of the deferred tax assets. In addition, management considers whether it is more likely than not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the position. Based on a consideration of the factors discussed above, including the fact that through the year-ended December 31, 2017, our results reflected a three-year cumulative loss position, management has determined that a valuation allowance is necessary against the full amount of our net deferred tax assets, excluding alternative minimum tax credits. On December 22, 2017, the United States enacted new tax reform ("Tax Act") and as a result alternative minimum tax credits will be refundable beginning with the 2018 tax return. The alternative minimum tax credits will be realized, regardless of future taxable income, and thus no valuation allowance has been provided against this asset.




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Results of Operations


        The following table sets forth, for the periods indicated, our results of operations:

		Year Ended December 31,									Six Months Ended June 30,
		2015			2016			2017			2017			2018
		(in thousands)
Net revenue		$	98,975		$	138,732		$	198,508		$	93,908		$	79,081
Cost of goods sold			46,450			48,201			61,220			28,711			31,821
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gross profit			52,525			90,531			137,288			65,197			47,260
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Operating expenses:
Selling, general and administrative			68,174			93,029			133,717			61,668			75,900
Research and development			3,882			6,277			9,065			4,005			4,872
Write-off of deferred offering costs			—			—			—			—			3,494
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total operating expenses			72,056			99,306			142,782			65,673			84,266
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Loss from operations			(19,531	)		(8,775	)		(5,494	)		(476	)		(37,006	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Other income (expense):
Interest expense, net			(3,348	)		(5,474	)		(8,010	)		(3,550	)		(5,191	)
Change in fair value of warrant liability			—			(737	)		(1,037	)		(450	)		(249	)
Other income (expense), net			277			285			(9	)		(57	)		3
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total other (expense), net			(3,071	)		(5,926	)		(9,056	)		(4,057	)		(5,437	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net loss before income taxes			(22,602	)		(14,701	)		(14,550	)		(4,533	)		(42,443	)
Income tax (expense) benefit			177			(65	)		7,025			6,839			(55	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net loss and comprehensive loss			(22,425	)		(14,766	)		(7,525	)		2,306			(22,498	)
Net income attributable to non-controlling interest in affiliates			1,836			2,221			863			863			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income (loss) attributable to Organogenesis Inc.		$	(24,261	)	$	(16,987	)	$	(8,388	)	$	1,443		$	(42,498	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​




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Adjusted EBITDA


        The following table presents a reconciliation of Adjusted EBITDA to net loss attributable to Organogenesis Inc., the most directly comparable GAAP measure:

		Year Ended December 31,									Six Months Ended June 30,
		2015			2016			2017			2017			2018
		(in thousands)
Net loss attributable to Organogenesis Inc.		$	(24,261	)	$	(16,987	)	$	(8,388	)	$	1,443		$	(42,498	)
Interest expense, net			3,348			5,474			8,010			3,550			5,191
Income tax expense (benefit)			(177	)		65			(7,025	)		(6,839	)		55
Depreciation			6,063			5,702			3,591			1,762			1,747
Amortization			1,622			1,617			2,037			948			1,834
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
EBITDA			(13,405	)		(4,129	)		(1,775	)		864			(33,671	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Stock-based compensation expense			459			473			919			374			568
Gain on settlement of litigation(1)			(2,988	)		—			—			—			—
Change in contingent consideration forfeiture asset(2)			—			—			(212	)		(94	)		589
Change in contingent purchase earn-out(3)			(3,300	)		—			—			—			—
Change in fair value of interest rate swaps(4)			5			(253	)		6			6			—
Change in fair value of warrant liability(5)			—			737			1,037			450			248
Write-off of deferred offering costs			—			—			—			—			3,494
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted EBITDA		$	(19,229	)	$	(3,172	)	$	(25	)	$	1,600		$	(28,771	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

---

(1)

Amount reflects the settlement received in 2015 in connection with a 2011 lawsuit filed against a former employee, alleging the breach of an Invention, Non-Disclosure and Non-Competition Agreement.



(2)

Amount reflects the change in fair value of the common shares associated with the shares issued in connection with the acquisition of NuTech Medical that are forfeitable by the sole stockholder of NuTech Medical upon the occurrence of the FDA requiring approval of certain products acquired from NuTech Medical.



(3)

Amount reflects the change in fair value of a contingent purchase earn-out in connection with our acquisition of Dermagraft from Shire.



(4)

Amount reflects the change in fair value of our interest rate swaps that the Real Estate Entities entered into to manage the economic impact of fluctuations in interest rate. We do not use interest rate swaps for speculative or trading purposes and as such, the fair value of these instruments is recorded as an asset or liability on the consolidated balance sheet with change in the fair value of the instruments recognized as income or expense in the current period as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss.



(5)

In connection with our 2016 Loans, we classified the warrants issued to purchase our common stock to the lenders, who are our affiliates as a liability on our consolidated balance sheet. Amounts in table reflects the change in fair value of the warrant liability. See "Certain Relationships and Related Transactions—Organogenesis Related Transactions—2016 Loans."




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Comparison of the Six Months Ended June 30, 2017 and 2018


Revenue

		Six Months Ended June 30,						Change
		2017			2018			$			%
		(in thousands, except for percentages)
Advanced Wound Care		$	86,057		$	66,114		$	(19,943	)		(23	)%
Surgical & Sports Medicine			7,851			12,967			5,116			65	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net revenue		$	93,908		$	79,081		$	(14,827	)		(16	)%
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​




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        Net revenue from our Advanced Wound Care products decreased $19.9 million, or 23%, to $66.1 million for the six months ended June 30, 2018 from $86.1 million in the six months ended June 30, 2017. Our decrease in Advanced Wound Care net revenue was primarily attributable to PuraPly no longer having pass-through reimbursement status in 2018. This decrease was partially offset by the introduction of amniotic products acquired from NuTech Medical. Net revenue from our Surgical & Sports Medicine products increased $5.1 million, to $13.0 million for the six months ended June 30, 2018 from $7.9 million in the six months ended June 30, 2017. The increase in Surgical & Sports Medicine revenue was primarily due to the acquisition of NuTech Medical on March 24, 2017 as the Company recorded a full six months of revenue related to NuTech in the six months ended June 30, 2018.

Cost of Goods Sold, Gross Profit and Gross Margin

		Six Months Ended June 30,						Change
		2017			2018			$			%
		(in thousands, except for percentages)
Cost of goods sold		$	28,711		$	31,821		$	3,110			11	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gross profit		$	65,197		$	47,260		$	(17,937	)		(28	)%
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gross margin %			69	%		60	%

        Cost of goods sold increased $3.1 million, or 11%, to $31.8 million in the six months ended June 30, 2018 from $28.7 million in the six months ended June 30, 2017. The increase in cost of goods sold was primarily due to increased unit volumes and additional manufacturing and quality control headcount related to a full six months of NuTech product sales.

        Gross profit decreased $17.9 million, or 28%, to $47.3 million for the six months ended June 30, 2018 from $65.2 million in the six months ended June 30, 2017. Our decrease in gross profit resulted primarily from the decrease in our Advanced Wound Care revenue, partially offset by our increase in revenue from our Surgical & Sports Medicine products.




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Selling, General and Administrative Expenses

        The following table presents selling, general and administrative expenses and the percentage relationship to total revenue for the periods indicated:

		Six Months Ended June 30,						Change
		2017			2018			$			%
		(in thousands, except for percentages)
Selling, general and administrative		$	61,668		$	75,900		$	14,232			23	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Selling, general and administrative as a percentage of revenue			66	%		96	%

        Selling, general and administrative expenses increased $14.2 million, or 23%, to $75.9 million in the six months ended June 30, 2018 from $61.7 million in the six months ended June 30, 2017. The increase in selling, general and administrative expenses is primarily due to a $12.8 million increase related to additional headcount, primarily in our direct sales force, an increase of $2.1 million associated with marketing and promotional materials for our products, an increase of $0.9 million in amortization as a result of the NuTech acquisition and an increase of $0.6 million related to the expiration of the forfeiture right asset. These increases are partially offset by a decrease of $1.6 million in legal and consulting fees and a decrease of $0.6 million in royalties attributable to certain product sales.




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Research and Development Expenses

        The following table presents research and development expenses and the percentage relationship to total revenue for the periods indicated:

		Six Months Ended June 30,						Change
		2017			2018			$			%
		(in thousands, except for percentages)
Research and development		$	4,005		$	4,872		$	867			22	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Research and development as a percentage of revenue			4	%		6	%

        Research and development expenses increased $0.9 million, or 22%, to $4.9 million in the six months ended June 30, 2018 from $4.0 million in the six months ended June 30, 2017. The increase in research and development expenses is primarily due to a $0.9 million increase in clinical research costs associated with our Advanced World Care and Surgical & Sports Medicine products and increased headcount. We expect our research and development costs to continue to increase throughout 2018.

Write-off of Deferred Offering Costs

        The following table presents write-off of deferred offering costs and the percentage relationship to total revenue for the periods indicated:

		Six Months Ended June 30,						Change
		2017			2018			$			%
		(in thousands, except for percentages)
Write-off of deferred offering costs		$	—		$	3,494		$	3,494		N/M
​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​
Write-off of deferred offering costs as a percentage of revenue			0	%		4	%




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        During the six months ended June 30, 2018 there was a one-time write-off of costs accumulated in connection with an expected public offering. The IPO process ceased and have since been replaced with a pending merger transaction.

Other Expense, Net

		Six Months Ended June 30,						Change
		2017			2018			$			%
		(in thousands, except for percentages)
Interest expense, net		$	(3,550	)	$	(5,191	)	$	(1,641	)		46	%
Change in fair value of warrant liability			(450	)		(249	)		201			(45	)%
Other expense, net			(57	)		3			60			(105	)%
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total other expense, net		$	(4,057	)	$	(5,437	)	$	(1,380	)		34	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​

        Other expense, net increased $1.4 million, or 34%, to $5.4 million in the six months ended June 30, 2018 from $4.1 million in the six months ended June 30, 2017. Interest expense, net increased from $3.6 million in the six months ended June 30, 2017 to $5.2 million in the six months ended June 30, 2018 primarily due to our outstanding principal balance of the 2016 Loans, 2018 Loans, and amounts owed under the Credit Agreement and the ML Agreement.




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Income Tax Benefit (Expense)

		Six Months Ended June 30,						Change
		2017			2018			$			%
		(in thousands, except for percentages)
Income tax (expense) benefit		$	6,839		$	(55	)	$	(6,894	)		(101	)%
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​

        Income tax expense increased $6.9 million to $0.1 million for the six months ended June 30, 2018 from a tax benefit of $6.8 million for the six months ended June 30, 2017. The increase in income tax expense is primarily the result of the prior period including the partial release of our valuation allowance which resulted from a deferred tax liability recorded through purchase accounting related to the NuTech acquisition. There was no release of our valuation allowance in the six months ended June 30, 2018.

Comparison of the Year ended December 31, 2016 and 2017


Revenue

		Year Ended December 31,						Change
		2016			2017			$			%
		(in thousands, except for percentages)
Advanced Wound Care		$	138,732		$	178,896		$	40,164			29	%
Surgical & Sports Medicine			—			19,612			19,612				**
Net revenue		$	138,732		$	198,508			59,776			43	%

---

**

not meaningful

        Net revenue from our Advanced Wound Care products increased $40.2 million, or 29%, to $178.9 million for the year ended December 31, 2017 from $138.7 million in the year ended




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December 31, 2016. Our growth in net revenue resulted from continued increases in sales volume resulting from the strength in our Advanced Wound Care products, primarily attributable to sales of our PuraPly products which qualified for "pass-through" status during the periods presented, driven by the addition of sales representatives and increased penetration in the Advanced Wound Care market, as well as a shift in our product mix. Advanced Wound Care sales of our PuraPly products represented 45% of our net revenue for the year ended December 31, 2016 and 55% of our revenue for the year ended December 31, 2017. For the year ended December 31, 2017, we recorded incremental revenue from our Surgical & Sports Medicine products of $19.6 million, which revenue consisted solely of revenue attributable to products that we acquired from NuTech Medical.

Cost of Goods Sold, Gross Profit and Gross Margin

		Year Ended December 31,						Change
		2016			2017			$			%
		(in thousands, except for percentages)
Cost of goods sold		$	48,201		$	61,220		$	13,019			27	%
Gross profit		$	90,531		$	137,288		$	46,757			52	%
Gross margin %			65	%		69	%

        Cost of goods sold increased $13.0 million, or 27%, to $61.2 million in the year ended December 31, 2017 from $48.2 million in the year ended December 31, 2016. The increase in cost of




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goods sold was primarily due to a $11.2 million increase due to growth in sales volume and $1.8 million in additional support costs.

        Gross profit increased $46.8 million, or 52%, to $137.3 million for the year ended December 31, 2017 from $90.5 million in the year ended December 31, 2016. Our growth in gross profit resulted primarily from increased sales volume due to the strength in our Advanced Wound Care products and incremental revenue from our Surgical & Sports Medicine products as a result of our NuTech Medical Acquisition and the resulting higher margins realized as a result of manufacturing efficiencies associated with our Advanced Wound Care products.

Selling, General and Administrative Expenses

        The following table presents selling, general and administrative expenses and the percentage relationship to total revenue for the periods indicated:

		Year Ended December 31,						Change
		2016			2017			$			%
		(in thousands, except for percentages)
Selling, general and administrative		$	93,029		$	133,717		$	40,688			44	%
Selling, general and administrative as a percentage of revenue			67	%		67	%

        Selling, general and administrative expenses increased $40.7 million, or 44%, to $133.7 million in the year ended December 31, 2017 from $93.0 million in the year ended December 31, 2016. The increase in selling, general and administrative expenses is primarily due to a $16.1 million increase as a result of our acquisition of NuTech Medical and $15.2 million related to increased headcount, primarily in our direct sales force. In addition, we experienced a $5.4 million increase in legal and consulting fees and costs associated with other strategic alternatives and the ongoing operations of our business and an increase of $4.0 million associated with Advanced Wound Care marketing and promotional materials and costs.




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Research and Development Expenses

        The following table presents research and development expenses and the percentage relationship to total revenue for the periods indicated:

		Year Ended December 31,						Change
		2016			2017			$			%
		(in thousands, except for percentages)
Research and development		$	6,277		$	9,065		$	2,788			44	%
Research and development as a percentage of revenue			5	%		5	%

        Research and development expenses increased $2.8 million, or 44%, from $6.3 million for the year ended December 31, 2016 to $9.1 million for the year ended December 31, 2017. The increase in research and development expenses is primarily due to incremental costs of $2.9 million resulting from our acquisition of NuTech Medical and a $1.4 million increase in clinical research costs associated with our Advanced Wound Care products. These increases are partially offset by a decrease of $1.5 million due to the completion of an ongoing shelf life study on our Advanced Wound Care products.




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Other Expense, Net

		Year Ended December 31,						Change
		2016			2017			$			%
		(in thousands, except for percentages)
Interest expense, net		$	(5,474	)	$	(8,010	)	$	(2,536	)		46	%
Change in fair value of warrant liability			(737	)		(1,037	)		(300	)		41	%
Other expense, net			285			(9	)		(294	)		(103	)%
Other expense, net		$	(5,926	)	$	(9,056	)	$	(3,130	)		53	%

        Other expense, net increased $3.1 million, or 53%, from $5.9 million in the year ended December 31, 2016 to $9.1 million in the year ended December 31, 2017. Interest expense, net increased from $5.5 million in the year ended December 31, 2016 to $8.0 million in the year ended December 31, 2017 primarily due to the $17.0 million outstanding principal balance of the 2016 Loans, which were outstanding for the full year 2017 versus the partial year 2016, and additional borrowings of $17.6 million and $16.0 million made in 2017 under the Credit Agreement and the ML Agreement, respectively. The increase in the change in fair value of warrant liability is primarily due to the increase in the fair value of the shares underlying the warrants. See the sections titles "Description of Certain Indebtedness" and "Certain Relationships and Related Transactions."

Income Tax Benefit (Expense)

		Year Ended December 31,						Change
		2016			2017			$			%
		(in thousands)
Income tax benefit (expense)		$	(65	)	$	7,025		$	7,090				**

---

**

not meaningful

        Income tax expense decreased from $0.1 million for the year ended December 31, 2016 to an income tax benefit of $7.0 million for the year ended December 31, 2017 was primarily due to a partial release of our valuation allowance, which resulted from a deferred tax liability recorded through purchase accounting.




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Comparison of the Year ended December 31, 2015 and 2016


Revenue

		Year Ended December 31,						Change
		2015			2016			$			%
		(in thousands, except for percentages)
Net revenue		$	98,975		$	138,732		$	39,757			40	%

        All of our net revenue during 2015 and 2016 was generated from sales of our Advanced Wound Care products. Net revenue increased $39.8 million, or 40%, to $138.7 million in 2016 from $99.0 million in 2015. Our net revenue growth was due to increased volume resulting primarily from the strength in sales of our PuraPly products that qualified for "pass-through" status, as well as the addition of sales representatives and increased penetration in the Advanced Wound Care market. Sales of our PuraPly products represented 10% of our net revenue for the year ended December 31, 2015 and 45% of our net revenue for the year ended December 31, 2016.




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Cost of Goods Sold, Gross Profit and Gross Margin

		Year Ended December 31,						Change
		2015			2016			$			%
		(in thousands, except for percentages)
Cost of goods sold		$	46,450		$	48,201		$	1,751			4	%
Gross profit		$	52,525		$	90,531		$	38,006			72	%
Gross margin %			53	%		65	%

        Cost of goods sold increased $1.8 million, or 4%, to $48.2 million in 2016 from $46.5 million in 2015. The increase in cost of goods sold was due to a $9.4 million increase in raw material costs in connection with increased sales volume and a $0.9 million increase in support costs, which were partially offset by $8.5 million of cost savings due to manufacturing efficiencies.

        Gross profit increased $38.0 million, or 72%, to $90.5 million in 2016 from $52.5 million in 2015. Our growth in gross profit resulted primarily from increased sales volume due to strength in our Advanced Wound Care product sales and the resulting higher margins realized as a result of cost savings due to manufacturing efficiencies and product mix.

Selling, General and Administrative Expenses

        The following table presents selling, general and administrative expenses and the percentage relationship to total revenue for the periods indicated:

		Year Ended December 31,						Change
		2015			2016			$			%
		(in thousands, except for percentages)
Selling, general and administrative		$	68,174		$	93,029		$	24,855			36	%
Selling, general and administrative as a percentage of revenue			69	%		67	%

        Selling, general and administrative expenses increased $24.9 million, or 36%, from $68.2 million for 2015 to $93.0 million for 2016. The increase in selling, general and administrative expenses is due to a $15.5 million increase in employee-related expenses, including $6.9 million related to increased headcount primarily within our direct sales force, and $8.5 million in commissions associated with the 40% increase in net product revenue. We also experienced increased costs associated with marketing




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and promotional materials of $2.8 million and promotional units provided to wound care centers of $1.7 million and a $0.7 million increase in legal and consulting fees. Partially offsetting these 2016 cost increases were decreases attributable to a nonrecurring gain of $3.0 million received in connection with the settlement of litigation in 2015, a gain of $3.3 million recognized in connection with our contingent purchase earn-out during 2015 and a $2.1 million decrease in the medical device excise tax, due to a moratorium that was placed on the tax in 2016 and 2017.

Research and Development Expenses

        The following table presents research and development expenses and the percentage relationship to total revenue for the periods indicated:

		Year Ended December 31,						Change
		2015			2016			$			%
		(in thousands, except for percentages)
Research and development		$	3,882		$	6,277		$	2,395			62	%
Research and development as a percentage of revenue			4	%		5	%




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        Research and development expenses increased $2.4 million, or 62%, from $3.9 million in 2015 to $6.3 million in 2016. The increase was due primarily to a $1.7 million increase in costs associated with a shelf-life extension study of an Advanced Wound Care product and a $0.7 million increase in clinical research costs associated with our Advanced Wound Care products.

Other Income (Expense), Net

		Year Ended December 31,						Change
		2015			2016			$			%
		(in thousands, except for percentages)
Interest expense, net		$	(3,348	)	$	(5,474	)	$	(2,126	)		64	%
Change in fair value of warrant liability			—			(737	)		(737	)			**
Other income, net			277			285			8			3	%
Total other income (expense), net		$	(3,071	)	$	(5,926	)	$	(2,855	)		93	%

---

**

not meaningful

        Interest expense, net increased $2.1 million, or 64%, from $3.3 million in 2015 to $5.5 million in 2016. The increase was due primarily to the 2016 Loans, which included $17.0 million of incremental borrowings during the period. The change in fair value of warrant liability is due to a $0.7 million loss being recognized as a result of an increase in the fair value of the warrant liability issued in connection with the 2016 Loans.

Income Tax Benefit (Expense)

		Year Ended December 31,						Change
		2015			2016			$			%
		(in thousands, except for percentages)
Income tax benefit (expense)		$	177		$	(65	)	$	(242	)		(137	)%

        The increase in income tax expense from an income tax benefit of $0.2 million to income tax expense of $0.1 million is primarily due to a change in the offsets to the income tax expense. In 2015, we released a previously recorded income tax reserve that resulted in an offset to the income tax expense. In 2016, there were no offsets to income tax expense.




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Liquidity and Capital Resources


        Since our inception, we have funded our operations and capital spending through cash flows from product sales, loans from affiliates and entities controlled by our affiliates and third-party debt. As of June 30, 2018, we had $1.3 million in cash. We expect that our cash on hand of $1.3 million as of June 30, 2018, plus cash flows from product sales and availability under the existing Credit Agreement, as amended, the agreement of the members of our board of directors to provide an additional $10.0 million as well as gross proceeds of $92.0 million resulting from the private investment, will be sufficient to fund our operating expenses, capital expenditure requirements and debt service payments through at least August 31, 2019.

        Our primary uses of cash are working capital requirements, capital expenditure requirements and debt service requirements. Additionally, from time to time, we may use capital for acquisitions and other investing and financing activities. Working capital is required principally to finance personnel and manufacturing costs related to the production of our products. Our working capital requirements vary from period-to-period depending on manufacturing volumes, the timing of shipments and the payment




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cycles of our customers and payers. Our capital expenditures consist primarily of building and improvements, manufacturing equipment, computer hardware and software.

        Our primary source of liquidity has been cash flow from operations and financing activities, including borrowings on promissory notes, lines of credit, loans from affiliates and entities controlled by our affiliates and equity offerings. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds. In the event that we need access to additional cash, we may not be able to access the credit markets on commercially acceptable terms or at all. Our ability to fund future operating expenses and capital expenditures and our ability to meet future debt service obligations or refinance our indebtedness will depend on our future operating performance which will be affected by general economic, financial and other factors beyond our control.

        The following table presents our cash and outstanding debt as of the dates indicated:

		December 31,
											June 30, 2018
		2015			2016			2017
		(In thousands)
Cash		$	1,139		$	1,778		$	2,309		$	1,257
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Line of credit			7,269			4,869			17,618			22,445
Due to affiliates			400			400			4,500			4,500
Notes payable, net of discount			28,476			26,048			14,816			19,910
Capital lease obligations			3,551			3,402			13,915			13,185
Long-term debt—affiliates, including accrued interest			34,395			53,076			52,142			64,007
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total debt(1)			74,091			87,795			102,991			124,047
Net debt(2)		$	72,952		$	86,017		$	100,682		$	122,790
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​

---

(1)

Total debt equals current and long-term debt and capitalized lease obligations, net of discounts and issuance costs.



(2)

Net debt is defined as total debt less total cash.




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Cash Flows

      �� The following table summarizes our cash flows for each of the periods presented:

		Year Ended December 31,									Six Months Ended June 30,
		2015			2016			2017			2017			2018
		(in thousands)
Net cash used in operating activities		$	(10,193	)	$	(4,871	)	$	(3,574	)	$	1,611		$	(20,255	)
Net cash used in investing activities			(389	)		(1,246	)		(14,874	)		(13,371	)		(557	)
Net cash provided by financing activities			10,786			6,776			18,948			11,330			19,764
Net increase in cash and restricted cash		$	204		$	659		$	500		$	(430	)	$	(1,048	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

Operating Activities


        During the six months ended June 30, 2018, net cash used in operating activities was $20.3 million, resulting from our net loss of $42.5 million, partially offset by net cash provided by changes in our operating assets and liabilities of $10.1 million and non-cash charges of $12.1 million. Net cash provided by changes in our operating assets and liabilities include a decrease in accounts receivable of $5.3




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$5.3 million, an increase in accounts payable of $7.2 million and an increase in accrued interest—affiliate debt of $1.8 million. The increases were partially offset by an increase in inventory of $2.1 million, an increase in prepaid expenses and other current assets of $1.9 million and a decrease in accrued expenses and other current liabilities of $0.2 million.

        During the six months ended June 30, 2017, net cash provided by operating activities was $1.6 million, resulting from our net income of $2.3 million and non-cash charges of $1.6 million, partially offset by net cash used in connection with changes in our operating assets and liabilities of $2.3 million. Net cash used in connection with changes in our operating assets and liabilities include an increase in accounts receivable of $4.3 million and an increase in inventory of $3.4 million due to an improvement in inventory management processes. The increases were partially offset by a decrease in prepaid expense and other current assets of $0.5 million, an increase in accrued expenses of $3.0 million, an increase in accrued interest on affiliate debt of $1.6 million and an increase in accounts payable of $0.4 million.

        During the year ended December 31, 2017, net cash used in operating activities was $3.6 million, resulting from our net loss of $7.5 million and net cash provided by changes in our operating assets and liabilities of $5.2 million, partially offset by non-cash charges of $9.2 million. Net cash used in connection with changes in our operating assets and liabilities include an increase in accounts receivable of $7.0 million, an increase in inventory of $3.8 million due to an improvement in inventory management processes and an increase in prepaid expense and other current assets of $2.7 million. The increases were partially offset by an increase in accounts payable of $3.9 million, an increase in accrued interest on affiliate debt of $3.2 million and an increase in accrued expenses of $1.0 million.

        During the year ended December 31, 2016, net cash used by operating activities was $4.9 million, resulting from our net loss of $14.8 million and net cash provided by changes in our operating assets and liabilities of $7.4 million partially offset by non-cash charges of $17.3 million. Net cash provided by changes in our operating assets and liabilities includes a decrease in prepaid expense and other current assets of $1.0 million, an increase in accrued expenses of $1.1 million and an increase in accrued interest on affiliate debt of $2.3 million, all partially offset by an increase in accounts receivable of $6.6 million and an increase in inventory of $5.4 million.

        During the year ended December 31, 2015, net cash used by operating activities was $10.2 million, resulting from our net loss of $22.4 million, partially offset by non-cash charges of $13.0 million. Changes in our operating assets and liabilities had a net zero impact on our operating cash flows, and include a decrease in accounts receivable of $1.4 million, a decrease in prepaid expense and other current assets of $0.3 million, a decrease in other assets of $0.8 million, an increase in accounts payable of $2.1 million, an increase in accrued expenses of $2.4 million and an increase in accrued interest on affiliate debt of $0.4 million, all partially offset by an increase in inventory of $8.2 million.




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Investing Activities


        During the six months ended June 30, 2018, we used $0.6 million of cash in investing activities solely consisting of capital expenditures.

        During the six months ended June 30, 2017, we used $13.4 million of cash in investing activities that consisted primarily of $11.8 million used in connection with our NuTech Medical acquisition, $0.9 million of capital expenditures and a $0.7 million decrease as a result of our VIE deconsolidation.

        During the year ended December 31, 2017, we used $14.9 million of cash in investing activities that consisted primarily of $11.8 million used in connection with our NuTech Medical Acquisition, $2.4 million of capital expenditures and a $0.7 million decrease as a result of our VIE deconsolidation.




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        During the year ended December 31, 2016, net cash used by investing activities was $1.2 million, primarily consisting of capital expenditures of $1.4 million, partially offset by $0.1 million in proceeds from disposals of our property and equipment.

        During the year ended December 31, 2015, net cash used by investing activities was $0.4 million, primarily consisting of capital expenditures of $0.5 million, partially offset by $0.1 million in proceeds from disposals of our property equipment.

Financing Activities


        During the six months ended June 30, 2018, net cash provided by financing activities was $19.8 million that consisted primarily of $10.0 million in notes payable—related party borrowings, $5.0 million in notes payable—term loan borrowings and $4.8 million in net borrowings under our Credit Agreement.

        During the six months ended June 30, 2017, net cash provided by financing activities was $11.3 million. The increase was primarily due to $14.0 million in borrowings under the ML Agreement, net borrowings under our Credit Agreement of $5.7 million, proceeds of $1.0 million attributable to the Real Estate Entities in connection with payments on their mortgage notes and proceeds of $0.1 million from the exercise of stock options. The net cash provided by financing activities was partially offset by notes payable repayments of $8.7 million and $0.8 million of debt issuance costs related to the ML Agreement.

        During the year ended December 31, 2017, net cash provided by financing activities was $18.9 million. The increase was primarily due to $16.0 million in borrowings under the ML Agreement, net borrowings under our Credit Agreement of $12.7 million, proceeds of $1.0 million attributable to the Real Estate Entities in connection with cash contributions from member affiliates and proceeds of $0.2 million from the exercise of stock options. The net cash provided by financing activities was partially offset by notes payable repayments of $6.3 million, $0.9 million of debt issuance costs related to the ML Agreement, repayment of $1.3 million of our related party notes payable and $2.5 million of deferred acquisition consideration related to our NuTech Medical Acquisition.

        During the year ended December 31, 2016, net cash provided by financing activities was $6.8 million. The increase was primarily due to $17.2 million in borrowings pursuant to the 2016 Loans and $2.4 million in net borrowings under our 2010 Loans and 2015 Loans. The net cash provided by financing activities was partially offset by 2010 Loans and 2015 Loans payable repayments of $5.3 million, distributions to affiliates of $5.2 million and repayments under the Credit Agreement of $2.4 million.

        During the year ended December 31, 2015, net cash provided by financing activities was $10.8 million. The increase was primarily due to $11.1 million in borrowings under the 2015 Loans, borrowings under our Credit Agreement of $2.1 million and proceeds from the exercise of stock




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options of $1.8 million. The net cash provided by financing activities was partially offset by related party notes payable repayments of $2.5 million and repayments on the 2011 term loan of $1.9 million.

Indebtedness

Long-Term Debt—Loans from the Controlling Entities


        2010 Loans and 2015 Loans.    In October 2010, we entered into the 2010 Loan Agreement with certain of our affiliates, and entities controlled by our affiliates. As of June 30, 2018, we have approximately $19.9 million in 2010 Loans outstanding. In November 2015, we entered into the 2015 Loan Agreement with certain of our affiliates and entities controlled by our affiliates. As of June 30, 2018, we have approximately $11.4 million in 2015 Loans outstanding. We have accrued but not paid interest on each of the 2010 Loans and 2015 Loans since inception. Certain events of default under the




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2010 Loans and 2015 Loans have been waived by each noteholder annually through the issuance date of these consolidated financial statements.

        2016 Loans.    In April 2016, we entered into a Securities Purchase Agreement with certain of our affiliates and issued subordinated notes and warrants. As of June 30, 2018, we have $17.0 million in aggregate principle amount of 2016 Loans outstanding. In connection with the 2016 Loans, we issued warrants to purchase 446,194 shares of common stock at an exercise price of $7.28 per share. The warrants contain a down round protection provision whereby the exercise price and number of shares exercisable reset upon either the issuance of shares or other equity linked instruments at a price less than $7.28 per share or upon the contractual price reset of other equity linked instruments post issuance.

        In March 2017, in connection with the Credit Agreement, the holders of the 2010 Loans, 2015 Loans and 2016 Loans entered into a subordination agreement whereby the noteholders agreed to defer any payments of principal, fees or interest until the Credit Agreement matures in 2020. In April 2017, in connection with the ML Agreement, the noteholders entered into an additional subordination agreement with the lender. The noteholders also agreed to subordinate all amounts due under the 2010 Loans, 2015 Loans and 2016 Loans and all their security interests to the indebtedness and obligations under the ML Agreement. See the section titled "Certain Relationships and Related Transactions" for further details on the 2010 Loans, 2015 Loans and 2016 Loans.

        2018 Loans.    In April 2018, we entered into the 2018 Loan Agreement with certain of our affiliates. As of June 30, 2018 we have $10.0 million in aggregate principal outstanding. The 2018 Loans are subordinated to the Credit Agreement, ML Agreement and the sellers of NuTech Medical.

Credit Agreement


        In March 2017, we entered into a credit agreement with SVB. The Credit Agreement, as amended, provides for a revolving credit facility of up to $30 million and a term loan of up to $5 million. As of June 30, 2018, we had outstanding borrowing under the Credit Agreement of $27.4 million. See the section titled "Description of Certain Indebtedness—SVB Credit Agreement" for further details on the Credit Agreement.

ML Agreement


        In April 2017, we entered into a master lease agreement with Eastward. As of June 30, 2018, we had outstanding borrowings of $15.9 million under the ML Agreement. See the section titled "Description of Certain Indebtedness—Eastward Master Lease Agreement" for further details on the ML Agreement." In conjunction with the ML Agreement, we issued warrants to purchase 233,010 shares of common stock at an exercise price of $5.15 per share.




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Notes Payable—Real Estate Entities


        Dan Road Associates had a mortgage note payable to a bank in monthly installments and bearing interest at 5.3%. The monthly payments were based on an amortization period of 20 years. In August 2016, Dan Road Associates entered into a term note in the aggregate amount of $8.3 million with a certain lender. The term note accrues interest at the LIBOR rate plus 220 basis points, and requires monthly payments of principal and interest beginning September 2016, with all outstanding principal and accrued interest due upon maturity in August 2021. The term note is secured by a mortgage on the real estate occupied by the Company and, until the deconsolidation on June 1, 2017, limited personal guarantees from certain affiliates.

        85 Dan Road Associates has a mortgage note payable to a bank owed in monthly installments and bearing interest at the LIBOR rate plus 220 basis points. The note matures in June 2018. The note is




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secured by a mortgage on the real estate occupied by the Company and owned by 85 Dan Road Associates and, until the deconsolidation on June 1, 2017, limited personal guarantees from certain affiliates.

        65 Dan Road Associates has a mortgage note payable to a bank owed in monthly installments and bearing interest at the LIBOR rate plus 220 basis points. The note matures in June 2018. The note is secured by a mortgage on the real estate occupied by the Company and owned by 65 Dan Road Associates and, until the deconsolidation on June 1, 2017, limited personal guarantees from certain affiliates.

        On June 1, 2017, the Real Estate Entities entered into amendments to their respective mortgage notes payable that resulted in the removal of limited personal guarantees that had been provided by certain of our affiliates in respect of these mortgagees. As a result, we determined that the Real Estate Entities no longer met the definition of a variable interest entity, and accordingly, we determined that the Real Estate Entities were no longer required to be consolidated under the variable interest entity model in our consolidated financial statements. In connection with the deconsolidation of the Real Estate Entities, the notes payable associated with these entities were derecognized from our condensed consolidated balance sheet.

NuTech Medical


        As part of the consideration for the acquisition of NuTech Medical on March 24, 2017, the purchase price for NuTech Medical included $7.5 million of future payments issued as deferred acquisition consideration. As of June 30, 2018, the Company has paid $2.5 million in deferred acquisition consideration. The amount, if any, of the remaining $5.0 million of deferred acquisition consideration plus accrued interest owed to the sellers of NuTech Medical is currently in dispute. The Company has asserted certain claims for indemnification that would offset in whole or in part its payment obligation and the sellers of NuTech Medical have filed a lawsuit alleging breach of contract and seeking specific performance of the alleged payment obligation and attorneys' fees.

Interest Rate Protection


        During 2013, 85 Dan Road Associates entered into an interest rate swap agreement with a notional amount of $7.6 million and a fixed interest rate of 3.8% in connection with its mortgage note payable.

        During 2013, 65 Dan Road Associates entered into an interest rate swap agreement with a notional amount of $6.1 million and fixed interest rate of 3.8% in relation to its mortgage note payable.

        During 2016, Dan Road Associates entered into an interest rate swap agreement with a notional amount of $8.3 million and fixed interest rate of 3.39% in relation to its mortgage note payable.




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        The interest rate swaps have not been designated as hedging instruments, and as such, the fair value of these instruments is recorded as an asset or liability on the consolidated balance sheet with change in the fair value of the instruments recognized as income or expense in the current period as a component of other income (expense), net in the consolidated statement of operations and comprehensive income (loss).

        On June 1, 2017, the Real Estate Entities entered into amendments to their respective mortgage notes, which resulted in the removal of the requirement that certain of our affiliates provide certain personal guarantees in respect of the mortgage loans. As a result, we determined that the Real Estate Entities no longer met the definition of a variable interest entity, and accordingly, we determined that the Real Estate Entities were no longer required to be consolidated under the variable interest entity model. Upon deconsolidation of the Real Estate Entities, the assets and liabilities associated with the interest rate swaps were derecognized.




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Contractual Obligations


        The following table summarizes our contractual obligations as of June 30, 2018 and the effects that such obligations are expected to have on our liquidity and cash flows in future periods:

		Payments Due by Period
		Total			Less than 1 Year			1 to 3 Years			4 to 5 Years
					(in thousands)
Operating lease obligations(1)		$	11,838		$	2,706		$	7,430		$	1,702
Capital lease obligations(2)			19,620			4,112			8,615			6,893
Debt obligations(3)			125,857			8,877			35,625			81,355
Purchase commitments(4)			8,760			8,272			488			—
Deferred acquisition consideration(5)			5,000			5,000			—			—
Litigation settlement(6)			350			350			—			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total		$	171,425		$	29,317		$	52,158		$	89,950
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​

---

(1)

Amounts in the table reflect minimum payments due for our lease of office space and vehicles under operating leases that expire between 2018 and 2022.



(2)

Amounts in the table reflect the total cash payments on our capital lease obligations associated with the Real Estate Entities. The leases have a ten-year term and expire in December 2022.



(3)

Amounts in the table reflect the contractually required principal and interest payable as of June 30, 2018 pursuant to outstanding borrowings under the Credit Agreement, the ML Agreement and long-term debt—affiliates. The table reflects principal and interest payments due under the ML Agreement with interest only payments through April 2019 at an interest rate of 10.5%, as well as a final payment of $1.2 million due upon repayment of all outstanding amounts. The table also reflects interest payments due under the Credit Agreement calculated using an interest rate of 7.25%, which was the applicable interest rate as of June 30, 2018 as well as the outstanding principal due in October 2018 and March 2020 in relation to the term loan and line of credit, respectively.



(4)

Amounts in the table reflect purchase commitments to suppliers for raw materials and consumables to be utilized in the manufacturing process.



(5)

Amounts in the table reflect deferred acquisition consideration payable to the sellers of NuTech Medical.



(6)

Amounts in the table reflect a settlement agreement we reached, for a previously filed lawsuit. Under the settlement, we are required to make two payments of $0.2 million and $0.2 million in July 2018 and April 2019, respectively.

        We are obligated, under certain license agreements, to pay royalties, based on a percentage of net sales of certain licensed products.




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Critical Accounting Policies and Estimates


        Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of our consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and the disclosure of contingent assets and liabilities in our financial statements. Management bases its estimates, assumptions and judgments on historical experience and on various other factors that it believes to be reasonable under the circumstances. Different assumptions and judgments would change the estimates used in the preparation of our consolidated financial statements, which, in turn, could materially change our results from those reported. Management evaluates its estimates, assumptions and judgments on an ongoing basis. Historically, our critical accounting estimates have not differed materially from actual results. However, if our assumptions change, we may need to revise our estimates, or take other corrective actions, either of which may also have a material adverse effect on our consolidated statements of operations, liquidity and financial condition.




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        We believe the following critical accounting policies involve significant areas where management applies judgments and estimates in the preparation of our consolidated financial statements.

Revenue Recognition


        We recognize revenue from product sales upon delivery, after risk of ownership passes to the customer in accordance with a purchase order which includes a fixed price, collection is probable, and no performance obligations exist. Product shipped to customers in advance of the receipt of a purchase order is not recognized as revenue or cost of goods sold until the purchase order is received. We record revenue net of a provision for estimated sales returns and early payment discounts, which are accrued at the time revenue is recognized, based upon historical experience, as returns are sufficiently predictable.

Consolidated Variable Interest Entities


        We consolidate all entities where there exists a controlling financial interest. We have considered our relationships with certain entities to determine whether we have a variable interest in these entities and, if so, whether we are the primary beneficiary of the relationship.

        In determining whether we are the primary beneficiary, we consider, among other things, if we have the authority to direct the activities of the variable interest entity, or VIE, that most significantly impact the entity's economic performance, including determining or limiting the scope or purpose of the VIE, selling or transferring property owned or controlled by the VIE, or arranging financing for the VIE. We also consider whether we have the obligation to absorb losses of or the right to receive benefits from the VIE. We also review all contractual relationships the entities have with other parties to determine if the entities meet the definition of a variable interest entity. We assess our determination of the primary beneficiary on an ongoing basis.

        We are the sole tenant in each of the facilities owned by the Real Estate Entities under long-term capital leases. Furthermore, we have made substantial improvements to each of the leased buildings, all of which transfer residual value to us. As a result, the accounts and transactions of the Real Estate Entities are consolidated for financial reporting purposes as VIEs. Although we consolidated all of the assets and liabilities of the Real Estate Entities, the assets of the Real Estate Entities were not available to settle our obligations and the creditors of the Real Estate Entities do not have recourse against our assets, except as provided for contractually. We deconsolidated the Real Estate Entities as of June 1, 2017 due to the removal of certain personal guarantees made by members of our board of directors in respect of mortgages held on the leased properties.




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Accounts Receivable


        Accounts receivable are stated at invoice value less estimated allowances for sales returns and doubtful accounts. We estimate the allowance for sales returns based on a historical percentage of returns over a twelve-month trailing average of sales returns. We continually monitor customer payments and maintain a reserve for estimated losses resulting from our customers' inability to make required payments. We consider factors such as historical experience, credit quality, age of the accounts receivable balances, geographic related risks and economic conditions that may affect a customer's ability to pay. In cases where there are circumstances that may impair a specific customer's ability to meet its financial obligations, a specific allowance is recorded against amounts due, and thereby reduces the net recognized receivable to the amount reasonably believed to be collectible. Accounts receivables are written off when deemed uncollectible. Recoveries of accounts receivables previously written off are recorded when received.




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Inventory


        Inventory is stated at the lower of cost (determined under the first-in first-out method) or net realizable value. Inventory includes raw materials, work in process and finished goods. It also includes cell banks and the cost of tests mandated by regulatory agencies, of the materials to qualify them for production.

        We regularly review inventory quantities on hand and record a provision to write down excess and obsolete inventory to its estimated net realizable value based upon management's assumptions of future material usage, yields and obsolescence, which are a result of future demand and market conditions and the effective life of certain inventory items. Our excess and obsolete inventory review process includes analysis of sales forecasts and historical sales as compared to inventory, and working with operations to maximize recovery of excess inventory. The estimate of excess quantities is subjective and primarily dependent on our estimate of future demand for a particular product. If the estimate of future demand is inaccurate based on actual sales, we may increase the write down for excess inventory for that component.

Goodwill and Other Intangible Assets


        Business combinations are accounted for under the acquisition method. The total cost of an acquisition is allocated to the underlying identifiable net assets, based on their respective estimated fair values as of the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.

        Goodwill is tested for impairment by reporting unit annually as of December 31, or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition.

        Management first assesses qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that our fair value is less than its carrying amount. If after assessing the totality of events or circumstances, we were to determine that it is more likely than not that our fair value is less than its carrying amount, then we would perform a quantitative impairment test.

        Impairment is tested by comparing our carrying value to our fair value. If our fair value exceeds the carrying value of the net assets, goodwill is not impaired. If our fair value is less than the carrying




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value, then the impairment loss is recorded as the difference between our implied fair value of goodwill and our carrying value.

        Identifiable intangible assets include developed technology and patents, trade names, trademarks, independent sales agency networks and non-compete agreements obtained through business acquisitions. We amortize our identifiable definite lived intangible assets over the estimated useful lives of each asset. When we determine that the carrying value of identifiable intangible assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, the measurement of any impairment is determined and the carrying value is reduced as appropriate.

        There were no impairments of goodwill during 2015, 2016 or 2017 or during the six months ended June 30, 2018. During the year ended December 31, 2015, we recognized an impairment charge in the amount of $0.2 million in relation to our patents. The patents were deemed to have no fair value and were written off during the year ended December 31, 2015.




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        Our estimates of discounted cash flows may differ from actual cash flows due to, among other things, economic conditions, changes to our business model or changes in operating performance. Significant differences between these estimates and actual cash flows could materially affect our future financial results. These factors increase the risk of differences between projected and actual performance that could impact our future estimates of the Company's fair value.

Impairment of Long-Lived Assets


        We review other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. When such an event occurs, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the related asset group's carrying value. If an asset is determined to be impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset.

Income Taxes


        We provide for income taxes using the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the effect of all temporary differences between financial statement carrying amounts and the tax bases of assets and liabilities. Deferred taxes are determined using enacted tax rates in effect in the year in which the differences are expected to settle. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some of all of the deferred tax assets will not be realized. Annually, management evaluates the recoverability of deferred taxes and the level of adequacy of the valuation allowance.

        We recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that had a greater than 50% likelihood of being realized upon ultimate settlement.

Valuation of Interest Rate Swaps


        The Real Estate Entities utilize interest rate swaps to manage the economic impact of fluctuations in interest rates and do not use interest rate swaps for speculative or trading purposes. Periodically, the Real Estate Entities enter into interest rate swap agreements to modify the interest characteristics of the outstanding debt. The interest rate swaps have not been designated as hedging instruments, and as such, the fair value of these instruments is recorded as an asset or liability on the consolidated balance sheet with change in the fair value of the instruments recognized as income or expense in the current




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period as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. The interest rate swaps are valued based on the prevailing market yield curve on the date of measurement.

        On June 1, 2017, the Real Estate Entities entered into amendments to their respective mortgage notes that resulted in the removal of the requirement that members of our board of directors provide personal guarantees for the loans. As a result, we determined that the Real Estate Entities no longer met the definition of a variable interest entity, and accordingly, we determined that the Real Estate Entities were no longer required to be consolidated under the variable interest entity model. Upon deconsolidation of the Real Estate Entities, the assets and liabilities associated with the interest rate swaps were derecognized.




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Valuation of Warrant Liability


        In connection with the 2016 Loans, we issued warrants to purchase our common stock to the lenders, who are our affiliates. We classify the warrants as a liability on our consolidated balance sheet because each warrant provides for down-round protection, which provides that the exercise price of the warrants be adjusted if we issue equity at a price that is below the current exercise price of the warrants. The warrant liability was initially recorded at fair value and is subsequently remeasured to fair value at each reporting date. Changes in the fair value of the warrant liability are recognized as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. Changes in the fair value of the warrant liability will continue to be recognized until the warrants are exercised, expire or qualify for equity classification.

        We utilized a Binomial Lattice pricing model with five steps of the binomial tree to estimate the fair value of the warrant liability. We assess these assumptions and estimates on a quarterly basis as additional information impacting the assumptions is obtained. Estimates and assumptions impacting the fair value measurement included the estimated probability of adjusting the exercise price of the warrants, the number of shares for which the warrants will be exercisable, the fair value per share of the underlying common shares issuable upon exercise of the warrants, the remaining contractual term of the warrants, the risk-free interest rate, the expected dividend yield, and the expected volatility of the price of the underlying common shares. We determined the fair value per share of our common shares by completing a third-party valuation of the common shares (see "—Determination of the Fair Value of Common Stock" below). We have historically been a private company and lack company-specific historical and implied volatility information of our shares. Therefore, we estimated the expected share volatility based on the historical volatility of publicly traded peer companies for a term equal to the remaining contractual term of the warrants. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the remaining contractual term of the warrants. We estimated a 0% expected dividend yield based on the fact that we have never paid or declared dividends and do not intend to do so in the foreseeable future.

Valuation of Forfeiture Rights


        In connection with the acquisition of NuTech Medical, we issued shares of common stock that are forfeitable by the sole stockholder of NuTech Medical upon the occurrence of the FDA requiring approval of certain products acquired from NuTech Medical. The fair value of the forfeiture rights was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the forfeiture right asset was determined by considering as inputs the type and probability of occurrence of FDA requiring approval, the number of shares of common stock to be forfeited and the fair value per share of the common stock by completing a third-party valuation of the common stock. The fair value of our common stock was determined using the probability weighted expected return method ("PWERM"), which considered the equity holders return under various liquidity event scenarios.




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Valuation of Contingent Purchase Earn-out


        In connection with our acquisition of Dermagraft from Shire, we recognized a contingent purchase earn-out that was valued by management with input from an independent third-party valuation firm based on future probability-weighted expected pay-outs as of the date of acquisition.

Stock-Based Compensation


        We measure stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognize compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are estimated at the




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time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Generally, we issue stock-based awards with only service-based vesting conditions and record the expense for these awards using the straight-line method. We have not issued any stock-based awards with performance-based vesting conditions.

        We recognize stock-based compensation expense within the consolidated financial statements for all share-based payments based upon the estimated grant-date fair value for the awards expected to ultimately vest.

        The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. Historically there has been no public market for our common stock, and as such we lack company-specific historical and implied volatility information for our common stock. Therefore, we estimate our expected stock price volatility based on the historical volatility of publicly traded peer companies and expect to continue to do so until such time as we have adequate historical data regarding the volatility of our own traded stock price. The expected term of our stock options has been determined utilizing the "simplified" method for awards that qualify as "plain-vanilla" options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that we have never paid cash dividends on common stock and do not expect to pay any cash dividends in the foreseeable future.

Determination of the Fair Value of Common Stock


        As there has been no public market for our common stock to date, the estimated fair value of our common stock has been determined by our board of directors as of the date of each option grant, with input from management, considering third-party valuations of our common stock as well as our board of directors' assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent third-party valuation through the date of the grant. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants' Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Our common stock valuation as of September 30, 2016 was prepared using the option-pricing method, or OPM, which used a market approach to estimate our enterprise value. The OPM treats common stock and other outstanding equity instruments as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company's securities changes. Our common stock valuations as of December 31, 2016, September 30, 2017 and December 31, 2017 were prepared using PWERM, which estimates the future value of the company assuming various possible future liquidity events like an initial public offering, or IPO, sale or merger. The value of common stock is estimated based upon the probability-weighted present value of expected future net cash flows. These third-party valuations were performed at various dates, which resulted in valuations of our common stock of $5.74 per share as of September 30, 2016, $7.01 per share as of December 31, 2016, $10.66 as of September 30, 2017 and $10.95 as of December 31, 2017.




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        Our board of directors considered various objective and subjective factors to determine the fair value of our common stock as of each grant date, including:

•

independent third party valuations, which involve the selection of comparable peer companies and other assumptions;



•

equity market conditions affecting comparable public companies, as reflected in comparable companies' market multiples, IPO valuations and other metrics;



•

the achievement of enterprise milestones, including our progress in clinical trials;



•

management and board experience;




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•

the prices at which we sold common stock;



•

the progress of our research and development programs, including the status of clinical studies and clinical trials;



•

our financial position, including cash on hand, and our historical and forecasted performance and operating results;



•

the lack of an active public market for our common stock;



•

the likelihood of achieving a liquidity event, such as an IPO or a sale of our company in light of prevailing market conditions; and



•

the analysis of IPOs and the market performance of similar companies in the biopharmaceutical industry.

        The assumptions underlying these valuations represent management's best estimates, which involve inherent uncertainties and the application of management judgment. As a result, if factors or expected outcomes change and we use significantly different assumptions or estimates, our stock-based compensation expense could be materially different.

Options Granted


        The following table sets forth by grant date the number of shares subject to options granted from January 1, 2016 through June 30, 2018, the per share exercise price of the options, the fair value of common stock per share on each grant date, and the per share estimated fair value of the options:

Grant Date		Number of Shares Subject to Options Granted			Per Share Exercise Price of Options			Fair Value per Common Share on Grant Date			Per Share Estimated Fair Value of Options
May 4, 2017			895,194		$	7.01		$	7.01		$	3.28
February 21, 2018			78,111		$	10.95		$	10.95		$	5.04

Off-Balance Sheet Arrangements


        We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Recently Issued and Adopted Accounting Pronouncements


        We have reviewed all recently issued standards as disclosed in Note 2 to our consolidated financial statements appearing at the end of this prospectus. We are currently evaluating the impact that adoption of the standards will have on our financial position, results of operations and cash flows.




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Quantitative and Qualitative Disclosures About Market Risk


        We are exposed to various market risks, including fluctuations in interest rates and variability in currency exchange rates. We have established policies, procedures and internal processes governing our management of market risk and the use of financial instruments to manage our exposure to such risk.

Interest Rate Risk

        As of December 31, 2017 and June 30, 2018, we had $17.6 million and $27.4 million of borrowings outstanding under our lines of credit, respectively. Borrowings under the lines of credit bear interest at variable rates. Based on the principal amounts outstanding as of December 31, 2017 and June 30, 2018, an immediate 10% change in the interest rate would not have a material impact on our debt related




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obligations, financial position or results of operations. All of our other outstanding indebtedness bear interest at fixed rates and, therefore, do not expose us to interest rate risk.

Foreign Currency and Market Risk

        The majority of our employees and our major operations are currently located in the United States. The functional currency of our foreign subsidiary in Switzerland is the U.S. dollar. We have, in the normal course of business, engaged in contracts with contractors or other vendors in a currency other than the U.S. dollar. To date, we have had minimal exposure to fluctuations in foreign currency exchange rates as the time period from the date that transactions are initiated and the date of payment or receipt of payment is generally of short duration. Accordingly, we believe we do not have a material exposure to foreign currency risk.




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ORGANOGENESIS MANAGEMENT


Executive Officers and Directors


        Our executive officers and directors, their positions and their ages as of June 30, 2018 are set forth below:

Name		Age			Position(s)
Executive Officers
Gary S. Gillheeney, Sr.			63		President and Chief Executive Officer
Timothy M. Cunningham			56		Chief Financial Officer
Patrick Bilbo			56		Chief Operating Officer
Lori Freedman			51		Vice President and General Counsel
Brian Grow			42		Chief Commercial Officer
Antonio S. Montecalvo			52		Vice President, Health Policy and Contracting
Howard Walthall			46		Executive Vice President, Strategy and Market Development
Directors
Alan A. Ades			79		Director
Albert Erani			78		Director
Glenn H. Nussdorf			63		Director

Executive Officers

        Gary S. Gillheeney, Sr. has served as our President and Chief Executive Officer since 2014. Previously, he served as our Executive Vice President, Chief Operating Officer and Chief Financial Officer from 2003 to 2014 and as our Chief Financial Officer from 2002 to 2003. Prior to joining Organogenesis, Mr. Gillheeney held executive positions at Innovative Clinical Solutions, Ltd., a provider of decision support and clinical knowledge solutions to healthcare staff, from 1999 to 2002, as its Chief Operating Officer, Chief Financial Officer, as well as Treasurer and Secretary. Prior to joining Innovative Clinical Solutions, Mr. Gillheeney held positions as Senior Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary at Providence Energy Corporation. Mr. Gillheeney has a B.S. in Accounting from American International College and an M.B.A. from Bryant College.

        Timothy M. Cunningham has served as our Chief Financial Officer since 2016. Prior to joining Organogenesis, Mr. Cunningham was Chief Financial Officer of Vestigo Ventures, a venture capital firm. Previously, from 2014 to 2015, Mr. Cunningham served as Senior Vice President and Chief Financial Officer of DialogTech. From 2011 to 2014, he was Worldwide Vice President, Finance and Operations, of GFI Software SA. Prior to joining GFI, he was Executive Vice President and Chief Financial Officer of Metatomix from 2001 to 2010 and Senior Vice President and Chief Financial Officer of Mediabridge Technologies from 1997 to 2000. Earlier in his career, Mr. Cunningham was in public accounting with KPMG followed by Pricewaterhouse Coopers. Mr. Cunningham earned a B.S. in Accounting from Boston College and an M.B.A. from Boston University. Mr. Cunningham is a certified public accountant.

        Patrick Bilbo has served as our Chief Operating Officer since 2017. Previously, he served as our Senior Vice President, Regulatory, Government Affairs and Administration and other executive positions from 1999 to 2017. Prior to joining Organogenesis, he was Director, Regulatory and Clinical Affairs, for Cytyc Corporation from 1994 to 1998. Mr. Bilbo earned an M.B.A. from the Boston University Questrom School of Business, an M.A. in Biology and an M.A. in Technology Strategy and Policy from the Boston University Graduate School of Arts & Sciences, and a B.S. degree in Biology from Syracuse University.




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        Lori Freedman has served as our Vice President and General Counsel since 2018 and as our General Counsel since 2017. Previously, she served as Vice President, Corporate Affairs & General Counsel of pSivida Corp., a specialty biopharmaceutical company, from 2001 to 2016 and as Vice President, General Counsel for Allaire Corporation, a computer software company, from 1998 to 2001. Mrs. Freedman holds a J.D. from the Boston University School of Law and a B.A. in economics and psychology from Brandeis University.

        Brian Grow has served as our Chief Commercial Officer since 2017. Since 2004, he has served in a number of roles at Organogenesis with increasing responsibility, including as our Director of Sales, Commercial Operations, from 2013 to 2016, Associate Director, Marketing, from 2012 to 2013, Project Manager—Apligraf from 2011 to 2013, Regional Sales Manager from 2006 to 2011 and Tissue Regeneration Specialist from 2004 to 2006. Prior to joining Organogenesis, he was a pharmaceutical sales representative for Bristol-Myers Squibb from 2003 to 2004 and a tissue engineering specialist for Innovex/Novartis from 2000 to 2003. Mr. Grow earned a B.A. in Psychology from William Jewell College.

        Antonio S. Montecalvo has served as our Vice President, Health Policy and Contracting since 2017. Since 2003, he has served in various roles at Organogenesis, including as Director of Customer Support Services from 2003 to 2006. Prior to joining Organogenesis, Mr. Montecalvo served as Director of Accounting for Innovative Clinical Solutions, LTD from 2000 to 2003, as Senior Contracts Specialist for UnitedHealth Group from 1996 to 2000 and as a Senior Accountant for Piccerelli, Gilstein & Company, LLP from 1994 to 1996. Mr. Montecalvo holds a B.S. in Accounting from the University of Rhode Island.

        Howard Walthall has served as our Executive Vice President, Strategy and Market Development since 2017. Previously, he served as President and CEO of NuTech Medical from 2013 to 2017, as President and CEO of NuTech Spine from 2011 to 2017 and as Vice President and General Counsel of NuTech Medical from 2011 to 2012. Prior to joining NuTech, he was a partner at Burr & Forman LLP from 2006 to 2011 and served as an Adjunct Professor at the University of Alabama School of Law from 2005 to 2011. Mr. Walthall has a B.S.E. in Biomedical and Mechanical Engineering from Duke University and a J.D. from the Cumberland School of Law at Samford University.

Directors

        Alan A. Ades has served as a member of our board of directors since 2003. Mr. Ades is a Co-founder and Principal Owner of A & E Stores, Inc., and has served as its President and Chief Executive Officer since 1966. Mr. Ades founded Rugby Realty Co., Inc. in 1980 and has served as its Principal since 1980. Mr. Ades has served as a director of A & E Stores, Inc. since 1967. Mr. Ades has a B.A. in Business Administration from the University of Michigan and an L.L.B. from New York University Law School. We believe Mr. Ades is qualified to serve on our board of directors due to his investment and financial experience as well as his expertise in business management.

        Albert Erani has served as a member of our board of directors since 2003. Mr. Erani founded A & E Stores, Inc. and has served as its Vice President, Principal and Secretary since 1971. Mr. Erani is Principal of Rugby Realty Co., Inc., an entity that owns real estate partnerships. We believe Mr. Erani is qualified to serve on our board of directors due to his investment and financial experience as well as his expertise in business management.

        Glenn H. Nussdorf has served as a member of our board of directors since 2003. Mr. Nussdorf has served as Chief Executive Officer of Quality King Distributors, Inc., a distributor of health and beauty care products and prescription drugs, and its subsidiary QK Healthcare, Inc., since 1999. Previously, Mr. Nussdorf served as Chief Operating Officer of Quality King from 1997 to 1998 and as a Senior Vice President from 1994 to 1996. Mr. Nussdorf is also a major shareholder of Perfumania Holdings, Inc., a vertically integrated wholesale distributor and specialty retailer of perfumes and fragrances. Since 2017, Mr. Nussdorf has also served as a member of the board of directors of Perfumania Holdings, Inc. We believe Mr. Nussdorf is qualified to serve on our board of directors due to his investment and financial experience as well as his expertise in business management.




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EXECUTIVE COMPENSATION


AHPAC


        The following disclosure concerns the compensation of AHPAC's officers and directors for the fiscal year ending December 31, 2017. After the completion of our business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the post-combination company. For a discussion of our executive compensation arrangements after the closing of the business combination, please see the section entitled "ORGO Executive Compensation" beginning on page[    ·    ] of this proxy statement.

        None of AHPAC's officers or directors have received any cash compensation for services rendered to us. There are no agreements or understandings, whether written or unwritten, with our named executive officers concerning the information specified in Item 402(t)(2) or (3) (i.e., any type of compensation, whether present, deferred or contingent, that is based on or otherwise relates to the business combination). Since our formation, we have not granted any stock options or stock appreciation rights or any other awards under long-term incentive plans to any of our officers or directors. Commencing on October 11, 2016, through the earlier of the consummation of an initial business combination or our liquidation, we have and will continue to pay monthly recurring expenses of $10,000 to our Sponsor for office space, administrative and support services. Our Sponsor, officers, directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our independent directors review on a quarterly basis all payments that were made to our Sponsor, officers, directors, and our or their affiliates. We note that some named executive officers have economic interests in our Sponsor. For more information about the interests of our Sponsor in the business combination, please see the section entitled "Proposal No. 1—The Business Combination Proposal."

Organogenesis


        The following disclosure concerns the compensation arrangements of Organogenesis' named executive officers and directors for the fiscal year ended December 31, 2017.

Employment Agreements, Severance and Change in Control Arrangements

        We have entered into employment agreements with the certain executive officers, or NEOs, listed below. The agreements generally provide for at-will employment and set forth the NEO's initial base salary, and eligibility for employee benefits. In addition, each of our NEOs is subject to confidentiality obligations and has agreed to assign to us any inventions developed during the term of their employment. See section titled "Management After the Business Combination—ORGO Executive Officer and Director Compensation—Summary Compensation Table" for details regarding the compensation paid to each of the Organogenesis NEOs for the fiscal years ended December 31, 2017 and 2016.

Agreement with Mr. Gillheeney

        Organogenesis entered into an employment agreement with Mr. Gillheeney, dated February 1, 2007. The agreement provides for "at-will" employment and sets forth certain agreed upon terms and conditions of employment. Mr. Gillheeney's current annual base salary is $772,481, and he is currently eligible to receive an annual performance bonus of up to 75% of his base salary. If Mr. Gillheeney is terminated involuntarily without cause or he resigns with good reason, these terms as defined in the employment agreement, he is entitled to the following (subject to his execution of a release in form and substance reasonably satisfactory to us): (i) one-half of his then current annual base salary payable in six (6) equal monthly installments, (ii) a continuation of benefit coverage for six (6) months and (iii) executive outplacement services with a mutually agreeable outplacement provider for up to one (1) year.




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Agreement with Mr. Cunningham

        Organogenesis entered into an employment letter agreement with Mr. Cunningham, dated July 15, 2016. The letter agreement provides for at-will employment and sets forth certain agreed upon terms and conditions of employment. Mr. Cunningham's current annual base salary is $275,000, and he is currently eligible to receive an annual performance bonus of up to 35% of his base salary. If Mr. Cunningham is terminated involuntarily without cause or he resigns with good reason, these terms as defined in the employment agreement, he is entitled to the following: (i) six (6) months of his then current base salary following execution of a standard separation agreement, (ii) a lump sum payment equal to fifty percent (50%) of the target annual bonus and (iii) a continuation of benefit coverage for six (6) months. In addition, upon a change of control, as defined in the employment agreement, fifty percent (50%) of Mr. Cunningham's remaining unvested options shall immediately become fully vested and exercisable.

Agreement with Mr. Walthall

        Organogenesis entered into an employment agreement with Mr. Walthall, dated March 18, 2017. The agreement provides for "at-will" employment and sets forth certain agreed upon terms and conditions of employment. Mr. Walthall's current annual base salary is $400,000 and he is currently eligible to receive an annual performance bonus of up to 30% of his base salary. If Mr. Walthall is terminated involuntarily without cause or he resigns with good reason, these terms as defined in the employment agreement, he is entitled to the following: (i) one-half of his then current annual base salary payable in six (6) equal monthly installments, (ii) a continuation of benefit coverage for six (6) months and (iii) executive outplacement services with a mutually agreeable outplacement provider for up to one (1) year.

        During 2017, Organogenesis did not pay its directors for their service on the board of directors and as of December 31, 2017 none of the directors held any options.




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MANAGEMENT AFTER THE BUSINESS COMBINATION


Management and Board of Directors


        The current executive officers of Organogenesis are expected to become executive officers of ORGO following the business combination. For biographical information concerning the current executive officers of Organogenesis, who are anticipated to become the executive officers of ORGO, please see the section entitled "Information About Organogenesis—Executive Officers and Directors." The following persons (with ages as of June 30, 2018) are anticipated to be the directors and executive officers of ORGO, upon the consummation of the business combination:

Name		Age			Position(s)
Gary S. Gillheeney, Sr.			63		Director, President and Chief Executive Officer
Timothy M. Cunningham			56		Chief Financial Officer
Patrick Bilbo			56		Chief Operating Officer
Lori Freedman			51		Vice President and General Counsel
Brian Grow			42		Chief Commercial Officer
Antonio S. Montecalvo			52		Vice President, Health Policy and Contracting
Howard Walthall			46		Executive Vice President, Strategy and Market Development
Alan A. Ades			79		Director
Maurice Ades			51		Director
Albert Erani			78		Director
Arthur S. Leibowitz			65		Director
Wayne Mackie			69		Director
Glenn H. Nussdorf			63		Director
Joshua Tamaroff			33		Director

Information about Anticipated Executive Officers and Directors upon the Consummation of the Business Combination


        Upon the consummation of the business combination, we anticipate increasing the size of the ORGO Board from six directors to eight directors, each of whom will be voted upon by AHPAC's shareholders at the special meeting. If all director nominees are elected and the business combination is consummated, the ORGO Board will initially consist of eight directors. The Board has determined that each of Messrs. Tamaroff, Mackie and Liebowitz will be "independent directors" under NASDAQ listing standards.

        See the biography relating to each of Messrs. Ades, Erani, Gillheeney and Nussdorf set forth above under the section entitled "Organogenesis Management—Executive Officers and Directors".

        Maurice Ades    Mr. Ades ishas been a Principal and Managing Partner of Rugby Realty.Realty since 2013. Mr. Ades has over fifteen years of experience in commercial real estate. He is directly responsible for the purchase and management of over five million square feet of commercial properties. Mr. Ades has lead in the management, leasing, sale and refinance of over three million square feet of office, residential and retail buildings in Pittsburgh, PA, Fairfield, CT, New York, NY and Secaucus, NJ. Mr. Ades received a Bachelor of Business Administration with Distinction from the University of Michigan and a Juris Doctorate from the Benjamin Cardozo School of Law.

        Arthur S. Leibowitz    Mr. Leibowitz is a clinical professor at the Robert B. Willumstad School of Business at Adelphi University, where he teaches courses in accounting and auditing to both graduate and undergraduate students. Mr. Leibowitz began as an adjunct professor at Adelphi University in 2008, became a full-time lecturer in 2010 and was promoted to clinical professor in 2013. Mr. Leibowitz previously served as a member of the board of directors and the audit committee of Arotech




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Corporation from 2009 to 2014. Before joining Adelphi University, Mr. Leibowitz was an audit and business assurance partner at PricewaterhouseCoopers. During his twenty-seven years at PwC, Mr. Leibowitz served in a national leadership role for PwC's retail industry group and was the portfolio audit partner for one of PwC's leading private equity firm clients. Mr. Leibowitz is a certified public accountant in New York State and received a B.S. in accounting from Brooklyn College and a Masters of Accountancy from Stetson University.

        Wayne Mackie    Mr. Mackie served as a member of the board of directors, the nominating and corporate governance committee and as chairman of the audit committee of Exa Corporation from 2008 until November 2017. Until July 2015, Mr. Mackie served as the Vice President of CRA International, Inc., a publicly traded worldwide economic, financial, and management consulting services firm. Prior to assuming that position, Mr. Mackie served as Executive Vice President, Treasurer and Chief Financial Officer of CRA International, Inc., from 2005 to November 2014. Mr. Mackie was a member of the Board of Directors and Audit Committee of Novell, Inc. from 2003 until 2005. From 1972 through December 2002, Mr. Mackie was an employee of and, effective in 1983, a partner with Arthur Andersen LLP, where he specialized in software and high technology industry clients. Mr. Mackie is currently a Trustee and former member of the Board of Directors, Compensation Committee and Chairman of the Audit Committee for the Massachusetts Eye and Ear Infirmary. Mr. Mackie received a Master's degree from the Wharton School of the University of Pennsylvania and a Bachelor's degree from Babson College, and is a certified public accountant.

        Joshua Tamaroff    Mr. Tamaroff joined Avista in 2009 and serves as a Principal. Prior to joining Avista, Mr. Tamaroff worked as an Analyst in the leveraged finance group at Lehman Brothers and Barclays Capital. Mr. Tamaroff currently serves as a director of OptiNose, Inc. (NASDAQ: OPTN), United BioSource Corporation and WideOpenWest, Inc. (NYSE: WOW), and previously served as a director of InvestorPlace Media and IWCO Direct. Mr. Tamaroff received a Bachelor of Science from Cornell University and a Master of Business Administration from the Wharton School at the University of Pennsylvania, where he was a Palmer Scholar. Mr. Tamaroff was selected to serve on our Board of Directors because of his private equity investment and company oversight experience and background with respect to acquisitions, debt financings and equity financings.

Board of Directors


        As discussed above, in connection with the business combination, the ORGO Board will be reconstituted and initially be comprised of eight directors. If the Director Election Proposal is approved at the general meeting, each of ORGO's directors will have a term that expires at ORGO's annual meeting of shareholders in 2019, or until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death.

        Following the closing of the business combination, ORGO expects to be a "controlled company" under the Nasdaq Global Market rules. Controlled companies under those rules are companies of which more than 50.0% of the voting power for the election of directors is held by an individual, a group or another company. Alan A. Ades, Albert Erani, Dennis Erani and Glenn H. Nussdorf and their affiliates will control more than 50.0% of the combined voting power of ORGO's common stock upon the closing of this offering and, as a result, will have the voting power to elect all of the members of our board of directors (subject to contractual designation rights). Accordingly, ORGO expects to be eligible to, and intends to, take advantage of certain exemptions from the corporate governance requirements provided in the Nasdaq Global Market rules. Specifically, as a controlled company, ORGO will not be required to have (i) a majority of independent directors, (ii) a nominating and governance committee composed entirely of independent directors, (iii) a compensation committee composed entirely of independent directors or (iv) an annual performance evaluation of the nominating and governance committee or the compensation committee. ORGO intends to rely on these exemptions for the foreseeable future. Accordingly, you will not have the same protections afforded to




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stockholders of companies that are not controlled companies. The controlled company exemption does not modify the independence requirements for the audit committee, and ORGO intends to comply with the requirements of the Sarbanes-Oxley Act and the applicable Nasdaq Stock Market rules, which require that our audit committee be composed of at least three independent members.

Committee of the Board of Directors


        Upon consummation of the business combination, ORGO will have only one committee—an Audit Committee. The Audit Committee will report to the ORGO Board as it deems appropriate and as the board may request. The composition, duties and responsibilities of the Audit Committee are set forth below. ORGO will no longer have a Compensation Committee or a Nominating and Governance Committee following the consummation of the business combination.

Audit Committee

        The Audit Committee will be responsible for, among other matters: (i) reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in ORGO's Form 10-K; (ii) discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of ORGO's financial statements; (iii) discussing with management major risk assessment and risk management policies; (iv) monitoring the independence of the independent auditor; (v) verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; (vi) reviewing and approving all related-party transactions; (vii) inquiring and discussing with management ORGO's compliance with applicable laws and regulations; (viii) pre-approving all audit services and permitted non-audit services to be performed by ORGO's independent auditor, including the fees and terms of the services to be performed; (ix) appointing or replacing the independent auditor; (x) determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; and (xi) establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding AHPAC's financial statements or accounting policies.

        Upon consummation of the business combination, the Audit Committee will consist of Messrs. Leibowitz, Mackie and Tamaroff with Mr. Leibowitz serving as the chair of the Audit Committee. Each of Messrs. Leibowitz, Mackie and Tamaroff is expected to qualify as independent directors according to the rules and regulations of the SEC and NASDAQ with respect to audit committee membership. Mr. Leibowitiz and Mr Mackie are expected to qualify as "audit committee financial experts," as such term is defined in applicable SEC rules. ORGO expects that its Board will adopt a written charter for the Audit Committee, which will be available free of charge on ORGO's corporate website ([www.organogenesis.com/investors]) under "Investors" upon the completion of the business combination. The information on ORGO's website is not part of this consent solicitation/joint proxy statement/prospectus.

Code of Ethics


        ORGO is expected to adopt a Code of Ethics applicable to ORGO's directors, executive officers and employees that complies with the rules and regulations of the NASDAQ. The Code of Ethics will codify the business and ethical principles that govern all aspects of ORGO's business. A copy of the Code of Ethics will be filed with the SEC and will be provided without charge upon written request to ORGO in writing at Organogenesis Holdings Inc., c/o General Counsel, 85 Dan Road, Canton,




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Massachusetts 02021. ORGO intends to disclose any amendments to or waivers of certain provisions of ORGO's Code of Ethics in a Current Report on Form 8-K or on ORGO's website.

ORGO Executive Officer and Director Compensation


        The following disclosure concerns the compensation of individuals who will serve as ORGO's named executive officers and directors following the completion of the business combination. As an emerging growth company, AHPAC provides the disclosures required for "smaller reporting companies," as such term is defined under the Securities Exchange Act.

Summary Compensation Table


        The following table presents information regarding the compensation of ORGO's NEOs for services rendered during the fiscal years ended December 31, 2016 and December 31, 2017.

Name and Principal Position		Year			Salary ($)			Bonus ($)(1)			Option Awards ($)(2)			All Other Compensation ($)(3)			Total ($)
Gary S. Gillheeney, Sr.			2017			779,778			579,361			—			69,753			1,430,909
President and Chief Executive Officer			2016			738,516			568,325			—			63,848			1,372,706
Timothy M. Cunningham			2017			286,096			99,137			890,546			26,850			1,302,629
Chief Financial Officer			2016			100,481			99,204			—			407			200,092
Howard Walthall(4)			2017			309,230			90,000			453,670			36,941			889,841
Executive Vice President, Strategy and			2016			—			—			—			—			—
Market Development

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(1)

The amounts reported in this column for 2016 and 2017 represent the discretionary bonuses earned by our NEOs pursuant to the achievement of certain performance objectives.



(2)

Represents the grant date fair value of an option award granted in fiscal year 2017 in accordance with Accounting Standards Codification Topic 718, "Compensation—Stock Compensation" ("ASC 718"). The assumptions that we used to calculate these amounts are discussed in Note 17 to our financial statements for the fiscal years ended December 31, 2016 and 2017 appearing at the end of this prospectus. We did not grant any stock options or other equity-based awards to our NEOs during 2016.



(3)

"All Other Compensation" for fiscal 2017 includes:



(i)

for Mr. Gillheeney, (a) $31,833 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $25,003, (c) $4,265 representing the cost of group term life insurance, (d) $1,835 representing the cost of long-term disability insurance premiums, (e) a tax gross-up on the amount specified in (d) above of $1,986 and (f) $4,831 representing employer matching contributions under our 401(k) plan;



(ii)

for Mr. Cunningham, (a) $13,115 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $7,186, (c) $1,860 representing the cost of group term life insurance, (d) $1,028 representing the cost of long-term disability insurance premiums, (e) a tax gross-up on the amount specified in (d) above of $255 and (f) $3,407 representing employer matching contributions under our 401(k) plan; and



(iii)

for Mr. Walthall, (a) $14,582 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $9,228, (c) $1,038 representing the cost of group term life insurance, (d) $1,129 representing the cost of long-term disability insurance premiums and (e) $10,964 representing employer matching contributions under the legacy NuTech Medical IRA plan.


"All Other Compensation" for fiscal 2016 includes:

(i)

for Mr. Gillheeney, (a) $33,283 representing the costs related to a leased automobile, (b) a tax gross-up on the amount specified in (a) above of $25,953, (c) $792 representing the cost of group term life insurance, (d) $1,835 representing the cost of long-term disability insurance premiums and (e) a tax gross-up on the amount specified in (d) above of $1,986; and



(ii)

for Mr. Cunningham, who joined the Company in July 2016, (a) $96 representing the cost of group term life insurance, and (b) $311 representing the cost of long-term disability insurance premiums.



(4)

Mr. Walthall joined the Company in March 2017.




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        Messrs. Gillheeney, Cunningham and Walthall each are party to an employment agreement with Organogenesis described above in the section titled "Executive Compensation—Organogenesis" at page [    ·    ] of this consent solicitation/joint proxy statement/prospectus, which provides, among other things, for payments and benefits to the named executive officer in connection with a termination of employment and/or change in control.

Outstanding Equity Awards at Fiscal Year End


        The following table provides information regarding outstanding stock options held by ORGO's NEOs as of December 31, 2017 (reflecting application of exchange ratio to Organogenesis options).

Name		Number of securities underlying unexercised options (#) exercisable			Number of securities underlying unexercised options (#) unexercisable			Option exercise price ($)			Option issuance date			Option expiration date
Gary S. Gillheeney, Sr.			397,900			0		$	1.70			7/1/2009			7/1/2019
			422,646			281,764	(1)	$	0.99			7/24/2013			7/24/2023
			664,804			0		$	0.99			8/21/2014			8/21/2024
			304,500			203,000	(2)	$	0.99			12/8/2014			12/8/2024
			678,078			452,052	(2)	$	0.99			12/8/2014			12/8/2024
Timothy M. Cunningham			111,924			447,696	(3)	$	3.46			5/4/2017			5/4/2027
Howard Walthall			85,710			0		$	3.46			5/4/2017			5/4/2027
			40,600			162,400	(4)	$	3.46			5/4/2017			5/4/2027

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(1)

20% of the shares underlying this option vested on the one year anniversary of the vesting start date, January 1, 2015, and the option vests with respect to an additional 20% of the shares on each anniversary of the vesting start date thereafter, such that the option will be vested in full on January 1, 2019, subject to continued employment.



(2)

20% of the shares underlying this option vested on the one year anniversary of the vesting start date, December 8, 2015, and the option vests with respect to an additional 20% of the shares on each anniversary of the vesting start date thereafter, such that the option will be vested in full on December 8, 2019, subject to continued employment.



(3)

20% of the shares underlying this option vested on the vesting start date, August 22, 2017, and the option vests with respect to an additional 20% of the shares on each anniversary of the vesting start date thereafter, such that the option will be vested in full on August 22, 2021, subject to continued employment.



(4)

20% of the shares underlying this option vested on the vesting start date, December 31, 2017, and the option vests with respect to an additional 20% of the shares on each anniversary of the vesting start date thereafter, such that the option will be vested in full on December 31, 2021, subject to continued employment.

Director Compensation

        During the year ended December 31, 2017, neither AHPAC nor Organogenesis paid its directors for their service on the board of directors and as of December 31, 2017 none of the directors held any options.

Compensation Philosophy and Objectives Following the Business Combination

        Following the consummation of the business combination, ORGO intends to develop an executive compensation program that is consistent with Organogenesis's existing compensation policies and philosophies, which are designed to align compensation with ORGO's business objectives and the creation of shareholder value, while enabling ORGO to attract, motivate and retain individuals who contribute to the long-term success of ORGO.

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the present expectations as to the executive compensation program to be adopted by the ORGO Board. The executive compensation program actually adopted will depend on the judgment of the members of the ORGO Board and may differ from that set forth in the following discussion.

        ORGO anticipates that decisions regarding executive compensation will reflect ORGO's belief that the executive compensation program must be competitive in order to attract and retain ORGO's executive officers. ORGO anticipates that the ORGO Board will seek to implement ORGO's compensation policies and philosophies by linking a significant portion of ORGO's executive officers' cash compensation to performance objectives and by providing a portion of their compensation as long-term incentive compensation in the form of equity awards.

        ORGO anticipates that compensation for its executive officers will have three primary components: base salary, an annual cash incentive bonus and long-term equity-based incentive compensation.

Base Salary


        It has been Organogenesis's historical practice to assure that base salary is fair to the executive officers, competitive within the industry and reasonable in light of Organogenesis's cost structure. Upon completion of the business combination, the ORGO Board will determine base salaries, subject to the terms of any employment agreements, and will review base salaries annually based upon advice and counsel of its advisors.

Annual Bonuses


        ORGO intends to use annual cash incentive bonuses for the named executive officers to tie a portion of their compensation to financial and operational objectives achievable within the applicable fiscal year. ORGO expects that, near the beginning of each year, the ORGO Board will select the performance targets, target amounts, target award opportunities and other term and conditions of annual cash bonuses for the named executive officers. Following the end of each year, the ORGO Board will determine the extent to which the performance targets were achieved and the amount of the award that is payable to the named executive officers.

Equity-Based Awards


        ORGO intends to use equity-based awards to reward long-term performance of the named executive officers. ORGO believes that providing a meaningful portion of the total compensation package in the form of equity-based awards will align the incentives of its named executive officers with the interests of its shareholders and serve to motivate and retain the individual named executive officers. See the section titled "Proposal No. 12—13—The Management Incentive Plan Proposal" for further information.

Executive Agreements

        ORGO anticipates that it will put in place a policy to pay and compensate key executives as appropriate to attract, retain and compensate executive talent following the business combination and that said policies will be subject to approval by the ORGO Board.

Other Compensation

        ORGO expects to continue to maintain various employee benefit plans, including medical, dental, life insurance and 401(k) plans, in which the named executive officers will participate. ORGO also expects to continue to provide certain perquisites to its named executive officers, subject to the ORGO Board's ongoing review.




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Deductibility of Executive Compensation

        Section 162(m) of the Code denies a federal income tax deduction for certain compensation in excess of $1.0 million per year paid to certain current and former executive officers of a publicly traded corporation.

Director Compensation Following the Business Combination

        Following the completion of the business combination, the ORGO Board plans to approve a compensation program under which independent directors will be entitled to receive the following annual retainer and committee fees for their service as directors:

•

for service as a director, an annual retainer of $45,000;



•

for service as the chair of the audit committee, $20,000; and



•

for service as a member of the audit committee other than as its chair, $10,000.

        Retainer and committee fees will be paid in arrears. In addition, we expect that Mr. Leibowitz, Mr. Mackie and Mr. Tamaroff will receive an option award with respect to 30,000 shares shortly after their election to the ORGO Board and, for each year of service thereafter, be entitled to an option award with respect to 20,000 shares, vesting annually over three years, subject to continued service. All non-employee directors will be reimbursed for customary business expenses incurred in connection with attending board and committee meetings.




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DESCRIPTION OF SECURITIES


        The following summary of the material terms of ORGO's securities following the business combination is not intended to be a complete summary of the rights and preferences of such securities. The full text of ORGO's proposed certificate and proposed bylaws are attached asAnnex M andAnnex N, respectively, to this consent solicitation/joint proxy statement/prospectus. We urge you to read ORGO's proposed certificate and proposed bylaws in its entirety for a complete description of the rights and preferences of ORGO's securities following the business combination.

Authorized and Outstanding Stock


        The proposed certificate authorizes the issuance of 421,000,000 shares of capital stock, consisting of (i) 420,000,000 shares of common stock, including 400,000,000 shares of ORGO Class A common stock and 20,000,000 shares of ORGO Class B common stock and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share. The shares of ORGO common stock issuable in connection with the business combination pursuant to the Merger Agreement, and the equity financing will be duly authorized, validly issued, fully paid and non-assessable. As of [    ·    ], 2018, the record date, there were (i) [    ·    ]no AHPAC Class A ordinary shares outstanding, held of record by approximately [    ·    ] holders, (ii) [    ·    ]5,812,500 AHPAC Class B ordinary shares outstanding, held of record by approximately 5 holders, (iii) 16,400,000 private placement warrants are outstanding, held of record by approximately 6 holders, (iv) 31,000,000 public warrants are outstanding, held of record by approximately [    ·    ] holders, and (v) no preferred shares outstanding. Such numbers do not include DTC participants or beneficial owners holding shares through nominee names.

        On the effective date of the domestication, each currently issued and outstanding AHPAC Class A ordinary share will automatically convert by operation of law, on a one-for-one basis, into shares of ORGO Class A common stock. Similarly, each currently issued and outstanding AHPAC Class B ordinary share will automatically convert by operation of law, on a one-for-one basis, into shares of ORGO Class B common stock. In addition, all of the [    ·    ] outstanding warrants to acquire AHPAC Class A ordinary shares will become warrants to acquire a corresponding number of shares of ORGO Class A common stock on the same terms as in effect immediately prior to the effective time of the domestication. No other changes will be made to the terms of any outstanding warrants to acquire AHPAC Class A ordinary shares as a result of the domestication. See the section entitled "Proposal No. 2—The Domestication Proposal."

ORGO common stock

ORGO Class A common stock


        Holders of shares of ORGO Class A common stock will be entitled to one vote for each share held of record on all matters on which shareholders are entitled to vote generally, including the election or removal of directors. Holders of shares of ORGO Class A common stock will not have cumulative voting rights in the election of directors.

        Holders of shares of ORGO Class A common stock will be entitled to receive ratable dividends when and if declared by the ORGO Board out of funds legally available therefor, subject to any rights of any outstanding series of preferred shares.

        Upon ORGO's liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred shares having liquidation preferences, if any, holders of shares of ORGO Class A common stock will be entitled to receive pro rata our remaining assets available for distribution.




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        The rights, powers and privileges of holders of ORGO Class A common stock will be subject to those of holders of any shares of ORGO's preferred stock or any other series or class of stock ORGO may authorize and issue in the future.




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ORGO Class B common stock


        The ORGO Class B common stock will automatically convert into a number of shares of ORGO Class A common stock on the business day following the consummation of the business combination on a one-for-one basis; provided, however, in the case that additional shares of ORGO Class A common stock or any other equity-linked securities are issued or deemed issued in excess of the amount sold in the IPO and related to or in connection with the consummation of the business combination, all issued and outstanding shares of ORGO Class B common stock shall automatically convert into shares of ORGO Class A common stock at an adjusted ratio as set out in the form of proposed certificate of ORGO upon the domestication attached hereto asAnnex M. Under the existing organizational documents, the holders of AHPAC Class B ordinary shares have an anti-dilution right, pursuant to which the ratio at which AHPAC Class B ordinary shares shall convert into AHPAC Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding AHPAC Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of AHPAC Class A ordinary shares issuable upon conversion of all AHPAC Class B ordinary shares will equal, in the aggregate, 20% of the sum of all AHPAC Class A ordinary shares outstanding plus any AHPAC Class A ordinary shares to be issued in connection with the business combination, excluding any shares or equity-linked securities issued, or to be issued, to Organogenesis in the business combination. Pursuant to the Parent Sponsor Letter Agreement, the holders of AHPAC Class B ordinary shares have waived their rights under the existing organizational documents to receive, with respect to each share of ORGO Class B common stock held immediately following the domestication, more than one share of ORGO common stock.

Voting Power

        Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred shares, the holders of common stock possess all voting power for the election of our directors and all other matters requiring shareholder action and will at all times vote together as one class on all matters submitted to a vote of the stockholders of ORGO. Holders of ORGO common stock are entitled to one vote per share on matters to be voted on by stockholders.

Dividends

        Holders of ORGO common stock will be entitled to receive such dividends and other distributions, if any, as may be declared from time to time by the ORGO Board in its discretion out of funds legally available therefor and shall share equally on a per share basis in such dividends and distributions.

Liquidation, Dissolution and Winding Up

        In the event of the voluntary or involuntary liquidation, dissolution, or winding-up of ORGO, holders of common stock will be entitled to receive an equal amount per share of ORGO's assets of whatever kind available for distribution to shareholders, after the rights of the creditors of ORGO and the holders of the preferred shares have been satisfied.

Preemptive or Other Rights

        The holders of ORGO common stock will not have preemptive or other subscription rights and there will be no sinking fund or redemption provisions applicable to ORGO common stock.




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Election of Directors

        Under ORGO's proposed certificate, its board will consist of a single class, with all directors serving until the 2019 annual meeting. There will be no cumulative voting with respect to the election




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of directors, with the result that directors will be elected by a majority of the votes cast at an annual meeting of shareholders by holders of ORGO's common stock.

Share Capital Prior to the Business Combination

        Pursuant to AHPAC's existing amended and restatedthe memorandum and articles of association, a holder of AHPACAHPAC's public shares may request that AHPAC redeem all or a portion of such shareholder's public shares for cash upon the completionin certain circumstances. As of the business combination. For the purposesdate of Article 49.3this joint proxy statement/prospectus, all of AHPAC's amended and restated memorandum and articles of association and the Cayman Islands Companies Law (2018 Revision), the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in this consent solicitation/proxy statement/prospectus shall be interpreted accordingly.

        If the business combination is not consummated, the public shares will not be redeemed for cash. If a public shareholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, AHPAC will redeem each public share for a per-share price, payable in cash, equal to (x) the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of the business combination, including interest, divided by (y) the number of then issued and outstanding public shares. For illustrative purposes, as of [    ·    ], 2018, this would have amounted to approximately $[    ·    ] per public share.been redeemed.

        The initial shareholders have agreed to waive their redemption rights with respect to their founder shares, and the initial shareholders other than the anchor investors, have agreed to waive their redemption rights with respect to any public shares they may hold in connection with the consummation of the business combination. The outstanding founder shares will bewere excluded from the pro rata calculation used to determine the per-share redemption price.

        AHPAC will consummate the business combination only if a majority of AHPAC's ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting are voted in favor of the Business Combination Proposal at the general meeting, and additionally the Domestication Proposal, the NASDAQ Proposal, the Management Incentive Proposal and the Charter Proposals are approved.

        The initial shareholders have agreed to vote their founder shares and any public shares they may hold in favor of the business combination. As of the date of filing this consent solicitation/joint proxy statement/prospectus, the initial shareholders and AHPAC's directors and officers do not currently hold any public shares. Public shareholders may elect to redeem their public shares whether they vote for or against the business combination.

        Pursuant to AHPAC's existing amended and restated memorandum and articles of association, if AHPAC is unable to consummate an initial business combination by October 14, 2018 or any extension date, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem its public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $50,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish the public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of AHPAC's remaining shareholders and the AHPAC Board, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for




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claims of creditors and the requirements of other applicable law. The initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to the outstanding founder shares if AHPAC fails to complete its business combination by October 14, 2018. However, the initial shareholders would be entitled to liquidating distributions from the trust account with respect to any public shares they acquire if AHPAC fails to consummate an initial business combination within that period.

        AHPAC's shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to AHPAC's ordinary shares, except that upon the consummation of a business combination, subject to the limitations described herein, AHPAC's public shareholders will be provided the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein.shares.

AHPAC Founder Shares

        The outstanding founder shares are designated as AHPAC Class B ordinary shares and, except as described below, are identical to AHPAC Class A ordinary shares, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the outstanding founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) are convertible into AHPAC Class A ordinary shares on a one-for-one basis, subject to adjustment pursuant to applicable anti-dilution provisions and (iii) the initial shareholders have entered into agreements with AHPAC, pursuant to which they have agreed (A) to waive their redemption rights with respect to their founder shares, and the initial shareholders, other than the anchor investors, have agreed to waive their redemption rights with respect to any public shares they may hold in connection with the consummation of the business combination and (B) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if AHPAC fails to complete its business combination by October 14, 2018, or any extension date, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if AHPAC fails to complete its business combination within such time period.

        The outstanding founder shares may not be transferred, assigned or sold until the earlier of (i) one year after the completion of the business combination and (ii) the date on which AHPAC completes a liquidation, merger, share exchange, reorganization or other similar transaction after the business combination that results in all of the public shareholders having the right to exchange their AHPAC Class A ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the AHPAC Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the




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like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the business combination, the outstanding founder shares will be released from the lock-up.

        The initial shareholders have agreed to vote their founder shares and any public shares they may hold in favor of the business combination and have waived any adjustment to the exchange ratio upon conversion into ORGO common stock.

Preferred Shares

        The proposed certificate provides that preferred shares may be issued from time to time in one or more series. The ORGO Board will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The ORGO Board will be able, without shareholder approval, to issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover




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effects. The ability of the board to issue preferred shares without shareholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. AHPAC has no preferred shares outstanding at the date hereof. Although AHPAC does not currently intend to issue any preferred shares, it cannot assure you that we will not do so in the future.

Organogenesis Assumed Options


        At the closing of the business combination, each Organogenesis option (whether vested or unvested) shall be assumed by AHPAC and automatically converted into an option to purchase shares of ORGO common stock (each, an "assumed option"). Each assumed option will be subject to the terms and conditions set forth in Organogenesis's 2003 Stock Incentive Plan and the applicable award agreement. Each assumed option shall: (i) have the right to acquire a number of shares of ORGO common stock equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Organogenesis common stock the Organogenesis option entitled the holder thereof to acquire immediately prior to the effective time,multiplied by (B) the exchange ratio; (ii) have an exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Organogenesis option (in U.S. Dollars),divided by (B) the exchange ratio; (iii) be subject to the same vesting schedule as the applicable Organogenesis option; and (iv) be administered by the ORGO Board or a committee thereof.

Warrants


Public Warrants

        Each public warrant entitles the registered holder to purchase one-half of one share of ORGO common stock, where two public warrants may be exercised for one whole share of ORGO common stock at an exercise price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the IPO or 30 days after the completion of the business combination, provided in each case that an effective registration statement under the Securities Act covering the ORGO common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or ORGO permits holders to exercise their public warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities or blue sky laws of the state of residence of the holder. Pursuant to the warrant agreement, a public warrant holder may exercise its public warrants only for a whole number of shares of ORGO common stock. The warrants will expire five years after the completion of the business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.




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        ORGO is not obligated to deliver any shares of ORGO common stock pursuant to the exercise of a public warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of ORGO common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to ORGO satisfying its obligations described below with respect to registration. No public warrant will be exercisable, and ORGO will not be obligated to issue any shares to holders seeking to exercise their public warrants, unless the shares of ORGO common stock issuable upon such warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the public warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a public warrant, the holder of such public warrant will not be entitled to exercise such public warrant and such public warrant may have no value and expire worthless. In no event will ORGO be required to net cash settle any warrant.




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        AHPAC has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the consummation of the business combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of ORGO common stock issuable upon exercise of the public warrants. ORGO will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of ORGO common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) day after the closing of the business combination, public warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption.

        Once the warrants become exercisable, ORGO may call the warrants for redemption:

•

in whole and not in part;



•

at a price of $0.01 per public warrant;



•

upon not less than 30 days' prior written notice of redemption (the "30 day redemption period") to each public warrant holder; and



•

if, and only if, the last reported sale price of the ORGO common stock equals or exceeds $24.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending three business days prior to the date ORGO sends the notice of redemption to the warrant holders.

        If and when the public warrants become redeemable, ORGO may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

        If the foregoing conditions are satisfied and ORGO issues a notice of redemption of the public warrants, each public warrant holder will be entitled to exercise his, her or its public warrant prior to the scheduled redemption date. However, the price of the ORGO common stock may fall below the $24.00 redemption trigger price (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) as well as the $11.50 per share warrant exercise price (where 2 public warrants must be exercised per share of ORGO common stock) after the redemption notice is issued.

        If ORGO calls the public warrants for redemption as described above, ORGO's management will have the option to require any holder that wishes to exercise his, her or its public warrant to do so on a "cashless basis." In determining whether to require all holders to exercise their public warrants on a "cashless basis," ORGO's management will consider, among other factors, ORGO's cash position, the




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number of warrants that are outstanding and the dilutive effect on shareholders of issuing the maximum number of shares of ORGO common stock issuable upon the exercise of its warrants. If the ORGO Board takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of ORGO common stock equal to the quotient obtained by dividing (x) the product of the number of shares of ORGO common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the "fair market value" (defined below) by (y) the fair market value. The "fair market value" shall mean the average reported closing price of the ORGO common stock for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If ORGO's management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of ORGO common stock to be received upon exercise of the public warrants, including the "fair market value" in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a




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warrant redemption. If ORGO's management does not take advantage of this option, the holders of the private placement warrants and their permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.

        A holder of a public warrant may notify ORGO in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such public warrant, to the extent that after giving effect to such exercise, such person (together with such person's affiliates), to the warrant agent's actual knowledge, would beneficially own in excess of 9.8% (or such other amount as specified by the holder) of the shares of ORGO common stock outstanding immediately after giving effect to such exercise.

        If the number of outstanding shares of ORGO common stock is increased by a share dividend payable in shares of ORGO common stock, or by a split-up of ORGO common stock or other similar event, then, on the effective date of such share dividend, split-up or similar event, the number of shares of ORGO common stock issuable on exercise of each public warrant will be increased in proportion to such increase in outstanding ORGO common stock. A rights offering to holders of shares of ORGO common stock entitling holders to purchase shares of ORGO common stock at a price less than the fair market value will be deemed a share dividend of a number of shares of ORGO common stock equal to the product of (i) the number of shares of ORGO common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for ORGO common stock) and (ii) the quotient of (x) the price per share of ORGO common stock paid in such rights offering and (y) the fair market value. For these purposes, (i) if the rights offering is for securities convertible into or exercisable for ORGO common stock, in determining the price payable for the ORGO common stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of the ORGO common stock as reported during the ten trading day period ending on the trading day prior to the first date on which the ORGO common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

        In addition, if ORGO, at any time while the public warrants are outstanding and unexpired, pays a dividend or makes a distribution in cash, securities or other assets to the holders of shares of ORGO common stock on account of such ORGO common stock (or other shares of our share capital into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of shares of ORGO common stock in connection with the business combination or (d) in connection with the redemption of our public shares upon our failure to complete the business combination, then the warrant exercise price will be




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decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of ORGO common stock in respect of such event.

        If the number of outstanding shares of ORGO common stock is decreased by a consolidation, combination, reverse share split or reclassification of shares of ORGO common stock or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of ORGO common stock issuable on exercise of each public warrant will be decreased in proportion to such decrease in outstanding share of ORGO common stock.

        Whenever the number of shares of ORGO common stock purchasable upon the exercise of the public warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of ORGO common stock purchasable upon the




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exercise of the public warrants immediately prior to such adjustment and (y) the denominator of which will be the number of shares of ORGO common stock so purchasable immediately thereafter.

        In case of any reclassification or reorganization of the outstanding shares of ORGO common stock (other than those described above or that solely affects the par value of such ORGO common stock), or in the case of any merger or consolidation of ORGO with or into another corporation (other than a consolidation or merger in which ORGO is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of ORGO common stock), or in the case of any sale or conveyance to another corporation or entity of ORGO's assets or other property as an entirety or substantially as an entirety in connection with which ORGO is dissolved, the holders of the public warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the public warrants and in lieu of the shares of ORGO common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised his, her or its warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of shares of ORGO Class A common stock in such transaction is payable in the form of shares of Class A common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within 30 days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the public warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.

        The public warrants have been issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and ORGO. You should review a copy of the warrant agreement, which is filed as an exhibit to the registration statement pertaining to the IPO, for a complete description of the terms and conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then issued and outstanding public warrants to make any change that adversely affects the interests of the registered holders, including any modification or amendment to increase the warrant price or shorten the exercise period and any amendment to the terms of only the private placement warrants issued to the sponsor.




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        The public warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to ORGO, for the number of warrants being exercised. The public warrant holders do not have the rights or privileges of holders of shares of ORGO common stock and any voting rights until they exercise their warrants and receive shares of ORGO common stock. After the issuance of shares of ORGO common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.

        No fractional shares will be issued upon exercise of the public warrants. If, upon exercise of the public warrants, a holder would be entitled to receive a fractional interest in a share, ORGO will, upon exercise, round down to the nearest whole number the number of shares of ORGO common stock to be issued to the warrant holder.




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Private Placement Warrants

        The private placement warrants (including the shares of ORGO common stock issuable upon exercise of the private placement warrants) are not transferable, assignable or salable until 30 days after the completion of the business combination (except, among other limited exceptions, to AHPAC's officers and directors and other persons or entities affiliated with the sponsor) and they will not be redeemable so long as they are held by the sponsor or its permitted transferees. The sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless basis. Except as described below, the private placement warrants have terms and provisions that are identical to those of the public warrants. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable and exercisable by the holders on the same basis as the public warrants.

        If holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of shares of ORGO common stock equal to the quotient obtained by dividing (x) the product of the number of shares of ORGO common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the "fair market value" (defined below) by (y) the fair market value. The "fair market value" shall mean the average reported closing price of the ORGO common stock for the ten trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.

        The sponsor has agreed not to transfer, assign or sell any of the private placement warrants (including the ORGO common stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date the business combination is consummated, except that, among other limited exceptions, transfers can be made to ORGO's officers and directors and other persons or entities affiliated with the sponsor. At the consummation of the business combination, pursuant to the Parent Sponsor Letter Agreement, Sponsor will surrender all 16,400,000 private placement warrants, which will be cancelled.

Replacement Warrants

        Subject to the terms of the Merger Agreement, each Organogenesis warrant outstanding and unexercised immediately prior to the effective time (other than Organogenesis warrants that expire or are deemed automatically net exercised immediately prior to the effective time according to their terms as of the date of the Merger Agreement as a result of the transactions contemplated by the Merger Agreement) shall be cancelled, retired and terminated and cease to represent a right to acquire shares of Organogenesis common stock, and each holder thereof shall instead have the right to receive from




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AHPAC a new warrant for shares of AHPAC Common Stock ("replacement warrant"). Each replacement warrant shall have, and be subject to, substantially the same terms and conditions set forth in the Organogenesis warrants, except that: (i) the number of shares of AHPAC Common Stock which can be purchased with each replacement warrant shall equal a number of shares equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Organogenesis common stock (on an as-converted to Organogenesis common stock basis) that the Organogenesis warrant entitled the holder thereof to acquire immediately prior to the effective time,multiplied by (B) the exchange ratio; and (ii) the exercise price for each replacement warrant shall be equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Organogenesis warrant (in U.S. Dollars),divided by (B) the exchange ratio.

PIPE Warrants Issued in Equity Financing

        In connection with the equity financing, AHPAC entered into a subscription agreement with the PIPE Investors for the purchase and sale of 9,022,741 shares of ORGO's Class A common stock and




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4,100,000 PIPE warrants to purchase one-half of one share of ORGO common stock, on substantially the same terms as the private placement warrants, for an aggregate purchase price of $46 million immediately following the domestication through a private placement offered to a limited number of accredited investors (as defined by Rule 501 of Regulation D) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The PIPE warrants will be issued pursuant to a Warrant Agreement, by and between AHPAC and Continental Stock Transfer & Trust Company, to be entered into at the consummation of the business combination.

Dividends


        AHPAC has not paid any cash dividends on its shares to date, nor does it intend to pay cash dividends prior to the completion of the business combination. The payment of cash dividends in the future will be dependent upon ORGO's revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion of the AHPAC Board at such time. In addition, AHPAC is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if ORGO incurs any indebtedness, its ability to declare dividends may be limited by restrictive covenants it may agree to in connection therewith.

Transfer Agent and Warrant Agent


        The transfer agent for the AHPAC ordinary shares and warrant agent for the AHPAC warrants is Continental Stock Transfer & Trust Company. AHPAC has agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any claims and losses due to any gross negligence or intentional misconduct of the indemnified person or entity.

        Continental Stock Transfer & Trust Company has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or to any monies in, the trust account, and has irrevocably waived any right, title, interest or claim of any kind to, or to any monies in, the trust account that it may have now or in the future. Accordingly, any indemnification provided will only be able to be satisfied, or a claim will only be able to be pursued, solely against AHPAC and AHPAC's assets outside the trust account and not against the any monies in the trust account or interest earned thereon.




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Certain Anti-Takeover Provisions of Delaware Law, ORGO's Certificate of Incorporation and Bylaws


        Upon the completion of the domestication, ORGO will, as a corporation incorporated under the laws of the State of Delaware, be subject to the provisions of Section 203 of the DGCL, which we refer to as "Section 203," regulating corporate takeovers.

        Section 203 prevents certain Delaware corporations, under certain circumstances, from engaging in a "business combination" with:

•

A shareholder who owns fifteen percent or more of ORGO's outstanding voting stock (otherwise known as an "interested shareholder");



•

an affiliate of an interested shareholder; or



•

an associate of an interested shareholder, for three years following the date that the shareholder became an interested shareholder.




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        A "business combination" includes a merger or sale of more than ten percent of ORGO's assets. However, the above provisions of Section 203 do not apply if:

•

the ORGO Board approves the transaction that made the shareholder an "interested shareholder," prior to the date of the transaction;



•

after the completion of the transaction that resulted in the shareholder becoming an interested shareholder, that shareholder owned at least 85% of ORGO's voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or



•

on or subsequent to the date of the transaction, the business combination is approved by the ORGO Board and authorized at a meeting of ORGO's shareholders, and not by written consent, by an affirmative vote of two-thirds of the outstanding voting stock not owned by the interested shareholder.

        In addition, the proposed certificate will not provide for cumulative voting in the election of directors. The ORGO Board will be empowered to elect a director to fill a vacancy created by the expansion of the Board or the resignation, death, or removal of a director in certain circumstances; and the advance notice provisions will require that shareholders must comply with certain procedures in order to nominate candidates to the board or to propose matters to be acted upon at a shareholders' meeting.

        ORGO's authorized but unissued common stock and preferred shares will be available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred shares could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Rule 144


        Pursuant to Rule 144 of the Securities Act, which we refer to as "Rule 144", a person who has beneficially owned restricted shares or warrants for at least six months would be entitled to sell their securities,provided that (i) such person is not deemed to have been one of AHPAC's affiliates at the time of, or at any time during the three months preceding, a sale and (ii) AHPAC is subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as AHPAC was required to file reports) preceding the sale.




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        Persons who have beneficially owned restricted shares or warrants for at least six months but who are affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

•

one percent (1%) of the total number of shares of ORGO common stock then issued and outstanding, on an as converted basis; or



•

the average weekly reported trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

        Sales by AHPAC's affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.




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Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

        Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

•

the issuer of the securities that was formerly a shell company has ceased to be a shell company;



•

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;



•

the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and



•

at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

        As of the date of this consent solicitation/joint proxy statement/prospectus, AHPAC had 31,000,000no AHPAC Class A ordinary shares outstanding and [    ·    ]5,812,500 AHPAC Class B ordinary shares outstanding. Of these shares, the AHPAC Class A ordinary shares are freely tradable without restriction or further registration under the Securities Act, except for any shares held by one of AHPAC's affiliates within the meaning of Rule 144 under the Securities Act. All of the 5,812,500 founder shares owned by the initial shareholders are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering. If the business combination is approved, the ORGO common stock we issue to the investors in connection with the equity financing and the exchange will be restricted securities for purposes of Rule 144 and the ORGO Class A common stock we issue to the Organogenesis stockholders as stock consideration pursuant to the Merger Agremeent will be freely tradable without restriction or further registration under the Securities Act, except for any shares issued to one of ORGO's affiliates within the meaning of Rule 144 under the Securities Act.

        As of the date of this consent solicitation/joint proxy statement/prospectus, there are 47,400,000 warrants of AHPAC outstanding, consisting of 31,000,000 public warrants originally sold as part of the units issued in the IPO and 16,400,000 private placement warrants that were sold to the sponsor in a private sale prior to the IPO. Each warrant entitles the registered holder to purchase one-half of one AHPAC Class A ordinary share, where two warrants may be exercised for one whole AHPAC ordinary share at an exercise price of $11.50 per share, in accordance with the terms of the warrant agreements governing the warrants. 31,000,000 of these warrants are public warrants and are freely tradable. In addition, ORGO will be obligated to file no later than 15 business days after the consummation of the business combination a registration statement under the Securities Act covering the 15,500,000 shares of ORGO common stock that may be issued upon the exercise of the public warrants, and cause such registration statement to become effective and maintain the effectiveness of such registration statement until the expiration of the warrants.




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        AHPAC anticipates that following the consummation of the business combination, ORGO will no longer be a shell company, and so, once the conditions set forth in the exceptions listed above are satisfied, Rule 144 will become available for the resale of the above noted restricted securities.

Registration Rights


        At the closing of the business combination, AHPAC, the sponsor and the restricted stockholders will enter into an Amended and Restated Registration Rights Agreement in respect of the shares of ORGO common stock and ORGO warrants issued to the restricted stockholders in connection with the business combination, providing for, among other things, customary registration rights, including




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demand and piggy-back rights, subject to cut-back provisions For more information on the Amended and Restated Registration Rights Agreement, please see the section entitled "The Merger Agreement—Related Agreements—Amended and Restated Registration Rights Agreement."

Listing of Securities


        Upon the consummation of the business combination, AHPAC intends to apply to continue the listing of its publicly traded ORGO common stock and warrants on NASDAQ under the symbols "ORGO" and "ORGOW," respectively, upon the closing of the business combination. As a result, our publicly traded units may separate into the component securities upon consummation of the business combination and, as a result, may no longer trade as a separate security. As of the close of business on October 30, 2018, trading has been suspended on AHPAC's ordinary shares, units and warrants as a result of the redemption on October 31, 2018 of all of AHPAC's public shares. On November 2, 2018, as a result of the redemption of the public shares, NASDAQ issued a delisting notice in respect of the AHPAC units, AHPAC Class A ordinary shares and AHPAC warrants to purchase Class A ordinary shares to AHPAC. AHPAC has until November 9, 2018 to submit an appeal of this decision, which it plans to do in a timely manner.




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DESCRIPTION OF CERTAIN INDEBTEDNESS


SVB Credit Agreement


        On March 21, 2017, Organogenesis entered into a credit agreement with Silicon Valley Bank, or SVB, which was amended on March 24, 2017, August 10, 2017, November 7, 2017, February 9, 2018, April 5, 2018, May 23, 2018, and August 17, 2018, asSeptember 27, 2018 and October 31, 2018 (as amended, the Credit Agreement."Credit Agreement"). The Credit Agreement provides for: (i) a revolving credit facility of up to $30.0 million and (ii) a term loan facility of $5.0 million. The amount available to borrow under the revolving credit facility is limited by a borrowing base, which is defined as a percentage of the book value of qualifying finished goods and accounts receivable. As of June 30, 2018, Organogenesis had borrowed an aggregate of $27.4 million, $22.4 million in the form of a revolving loan and $5.0 million in the form of a term loan.

        Interest Rate.    Borrowings under the revolving credit facility accrue interest at (i) a rate per annum equal to the greater of the prime rate and the federal funds rate effective for such day plus 0.50%, with a 0.00% floor, plus (ii) an applicable margin of either 1.25% or 2.25% (reduced to 0.50% or 1.50% if Organogenesis receives net cash proceeds in the aggregate amount of at least $10.0 million from the issuance and/or sale of our equity securities or debt securities after February 9, 2018) depending on Organogenesis' liquidity ratio for the immediately preceding 30-day period; provided, however, that in an event of default, as defined in the Credit Agreement, the interest rate applicable to borrowings will be increased by 2.00%. The outstanding term loan accrues interest at (i) a rate per annum equal to the greater of the prime rate and the federal funds rate effective for such date plus 0.50%, with a 0.00% floor, plus (ii) 0.75%.

        Repayment.    Organogenesis may prepay its obligations under the Credit Agreement without premium or penalty other than, with respect to any reduction or termination of the revolving credit facility, a premium equal to (i) with respect to any reduction or termination made on or prior to November 7, 2019, 4% of the aggregate amount of the revolving credit facility so reduced or terminated, (ii) with respect to any reduction or termination made on or after November 8, 2019 but prior to February 21, 2020, 3% of the aggregate amount of the revolving credit facility so reduced or terminated and (iii) with respect to any reduction or termination made on or after February 21, 2019 but prior to March 15, 2020, 1.0% of the aggregate amount of the revolving credit facility so reduced or terminated.

        Maturity.    The Credit Agreement has a scheduled maturity of: (i) with respect to the revolving credit facility, March 21, 2020 and (ii) with respect to the term loan facility, the earlier to occur of (a) OctoberDecember 31, 2018 and (b) 30 days after the date of the occurrence of an initial public offering.

        Security.    Organogenesis and its subsidiaries have granted SVB a first-priority perfected security interest in substantially all present and future assets, including goods, accounts, equipment, inventory, contract rights, leases, license agreements, general intangibles, intellectual property, commercial tort claims, instruments, cash, deposit accounts, securities and all other investment properties.

        Affirmative Covenants.    The Credit Agreement contains customary affirmative covenants, including (i) maintenance of legal existence and compliance with laws and regulations, (ii) delivery of consolidated financial statements and other information, (iii) maintenance of property in good working order and condition, (iv) payment of taxes, (v) maintenance of adequate insurance and (vi) maintenance of operating accounts with SVB.

        Negative Covenants.    The Credit Agreement contains customary negative covenants (subject to certain exceptions), including, but not limited to, restrictions on (i) dispositions of assets, (ii) incurrence and payment of indebtedness, (iii) investments, (iv) distributions, (v) mergers and consolidations,




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(vi) liens and other encumbrances on assets, (vii) fundamental business changes and (viii) transactions with affiliates.




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        Financial Covenants.    Organogenesis is required to comply with liquidity ratio (cash and cash equivalents on deposit with SVB plus total net billed accounts receivable as compared to current liabilities) and consolidated adjusted EBITDA (as defined in the Credit Agreement) financial covenant.

        Events of Default.    The Credit Agreement contains customary events of default (with customary grace periods and thresholds), including (i) failure to pay principal, interest or other obligations when due, (ii) failure to perform or observe covenants, (iii) a material adverse event affecting Organogenesis, (iv) attachment or seizure of or levy on Organogenesis' assets, (v) bankruptcy and insolvency, (vi) cross-defaults to other indebtedness, (vii) monetary judgments, (viii) incorrectness of representations and warranties in any material respect and (ix) the termination of any guaranty or a material impairment in the perfection or priority of SVB's lien. The Credit Agreement also contains additional events of default related to the Unconditional Guaranty, including (i) termination of the Unconditional Guaranty prior to the repayment in full of the term loan and related obligations, (ii) failure by any guarantor to perform his obligations under the Unconditional Guaranty and (iii) the death of any guarantor prior to the repayment in full of the term loan and related obligations.

        Forbearance.Waiver and Amendment.    In MaySeptember 2018, SVB agreed to forbear from exercising anywaive existing events of its rights and remedies under the Credit Agreement, the other loan documents or applicable law to the extent such rights and remedies arise exclusivelydefault as a result of Organogenesis' failure to comply with certain financial covenants during the periods ended December 31, 2017 through April 30, 2018. SVB's agreementIn addition, in October 2018, SVB and Organogenesis agreed that on or prior to forbear will terminateDecember 31, 2018 (or such later date as SVB shall agree in its sole discretion), the parties shall have mutually agreed upon updated financial covenant levels and that, in the earliest occurrenceevent that the parties fail to agree on such covenant levels on or prior to December 31, 2018, such failure shall constitute an immediate event of certain events including (i) Organogenesis' further default under the Credit Agreement. SVB and Organogenesis further agreed that the financial covenants under the Credit Agreement orshall not be tested for the loan documents, (ii) Organogenesis' breach of the forbearance agreement, (iii) Organogenesis' initiation of an action to invalidate or limit the enforceability of certain terms of the forbearance agreement, (iv) Organogenesis' failure to deliver evidence of its receipt of at least $5.0 million from existing investors or new investors by July 2, 2018, (v) Organogenesis' failure to deliver evidence of its receipt of at least $5.0 million from existing investors or new investors by Augustperiods ending October 31, 2018 (vi) Organogenesis' failure to deliver an engagement letter with an investment bank for an equity financing or a letter of intent with Avista Capital Partners prior to June 14, 2018 or (vii) July 31, 2018, provided that, if Organogenesis' enters into either (x) a term sheet in connection with an equity financing or (y) a merger agreement with an affiliate of Avista Capital Partners, then the termination date shall automatically be extended to August 31,and November 30, 2018.

        Additional Information.    The foregoing is a brief summary of the material terms of the Credit Agreement.

Eastward Master Lease Agreement


        On April 28, 2017, Organogenesis entered into a master lease agreement with Eastward Fund Management, LLC, or Eastward, which was amended on December 15, 2017 and on August 17, 2018, as amended, the ML Agreement. The ML Agreement allows Organogenesis to borrow up to $20.0 million on or prior to June 30, 2018 in two tranches, each, a Takedown Amount. The first tranche of $14.0 million was taken down on April 28, 2017. As of June 30, 2018, Organogenesis had borrowed an aggregate of $15.9 million under the ML Agreement, which is the maximum amount currently available under the ML Agreement.

        Repayment.    For the first 24 months after each tranche is taken down, interim monthly rent of 10.5% of any Takedown Amount is payable. For the following 36 months, monthly rent equal to 3.221% of the Takedown Amount is payable, and a final rental payment of 16.5% of the Takedown Amount is due with the final monthly rent payment. Organogenesis may prepay its obligations under the ML Agreement if it pays the principal amount, accrued interest and an additional payment equal to 3% of such principal amount if prepayment occurs during the first 24 months of any tranche and 2% of such principal amount if prepayment occurs after the first 24 months of any tranche.




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        Maturity.    The ML Agreement has a scheduled maturity date of April 1, 2022.

        Security.    Organogenesis has granted Eastward a security interest in substantially all of its tangible and intangible assets, which is subordinated to the security interest granted to SVB.




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        Affirmative Covenants.    The ML Agreement contains customary affirmative covenants, including (i) maintenance of legal existence and compliance with laws and regulations, (ii) delivery of consolidated financial statements and other information, (iii) maintenance of property in good working order and condition, (iv) payment of taxes and (v) maintenance of adequate insurance.

        Negative Covenants.    The ML Agreement contains customary negative covenants (subject to certain exceptions), including, but not limited to, restrictions on (i) dispositions of assets, (ii) incurrence and payment of indebtedness, (iii) investments, (iv) distributions, (v) mergers and consolidations, (vi) liens and other encumbrances on assets, (vii) fundamental business changes and (viii) transactions with affiliates.

        Events of Default.    The ML Agreement contains customary events of default (with customary grace periods and thresholds), including (i) failure to pay rent installments when due, (ii) failure to perform or observe covenants, (iii) defaults under certain contracts, (iv) bankruptcy and insolvency, (v) monetary judgments and (vi) incorrectness of representations and warranties in any material respect.

        Additional Information.    The foregoing is a brief summary of the material terms of the ML Agreement.

        Forbearance.    On May 23, 2018, we entered into a Forbearance Agreement with Eastward pursuant to which Eastward agreed to forbear from exercising any and all of the rights and remedies available to it under the ML Agreement, the other loan documents and applicable law to the extent such rights and remedies arise exclusively as a result of the events of default under our SVB Credit Facility described above as well as our failure to deliver prompt notice of such events of default to Eastward. Eastward's agreement to forbear will terminate concurrently with the termination of the SVB's agreement to forbear upon the earliest to occur of the events described above.

        See also "Certain Relationships and Related Transactions—Organogenesis Related-Person Transactions—Loans from the Controlling Entities" and "Certain Relationships and Related Transactions—Organogenesis Related Party Transactions—Loans to Related Persons."




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COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS


        AHPAC is an exempted company incorporated under the Cayman Islands Companies Law (2018 Revision) (the "Companies Law"). The Companies Law and AHPAC memorandum and articles of association govern the rights of AHPAC's shareholders. The Companies Law differs in some material respects from laws generally applicable to United States corporations and their shareholders. In addition, AHPAC's amended and restated memorandum and articles of association will differ in certain material respects from the certificate of incorporation and bylaws of AHPAC. As a result, when you become a shareholder of AHPAC, your rights will differ in some regards as compared to when you were a shareholder of AHPAC before the domestication and business combination.

        Below is a summary chart outlining important similarities and differences in the corporate governance and shareholder/shareholder rights associated with each of AHPAC and ORGO according to applicable law and/or the organizational documents of AHPAC and ORGO. You also should review the proposed certificate and proposed bylaws of ORGO attached hereto as Annexes M and N to this consent solicitation/joint proxy statement/prospectus, as well as the Delaware corporate law and corporate laws of the Cayman Islands, including the Companies Law, to understand how these laws apply to AHPAC and ORGO.

		Delaware		Cayman Islands
Shareholder/Shareholder Approval of business combinations		Mergers generally require approval of a majority of all outstanding shares.		Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent.
		Mergers in which less than 20% of the acquirer's stock is issued generally do not require acquirer shareholder approval.		All mergers (other than parent/subsidiary mergers) require shareholder approval—there is no exception for smaller mergers.
		Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation's board of directors or shareholders.		Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder.
				A Cayman Islands company may also be acquired through a "scheme of arrangement" sanctioned by a Cayman Islands court and approved by 50%+1 in number and 75% in value of shareholders in attendance and voting at a shareholders' meeting.




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		Delaware		Cayman Islands
Shareholder/Shareholder Votes for Routine Matters		Generally, approval of routine corporate matters that are put to a shareholder vote require the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.		Under the Cayman Islands Companies Law and AHPAC's amended and restated memorandum and articles of association law, routine corporate matters may be approved by an ordinary resolution (being a resolution passed by a simple majority of the shareholders as being entitled to do so).
Appraisal Rights		Generally a shareholder of a publicly traded corporation does not have appraisal rights in connection with a merger.		Minority shareholders that dissent from a merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court.
Inspection of Books and Records		Any shareholder may inspect the corporation's books and records for a proper purpose during the usual hours for business.		Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company.
Shareholder/Shareholder Lawsuits		A shareholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum as per Proposal 7)		In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company's board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances.
Fiduciary Duties of Directors		Directors must exercise a duty of care and duty of loyalty and good faith to the company and its shareholders		A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole.
				In addition to fiduciary duties, directors owe a duty of care, diligence and skill.
				Such duties are owed to the company but may be owed direct to creditors or shareholders in certain limited circumstances.




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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


AHPAC's Related Party Transactions


Related Party Loans

        AHPAC issued to the sponsor on December 14, 2015, as amended and restated on September 1, 2016, an unsecured promissory note pursuant to which AHPAC was permitted to borrow up to $300,000 in aggregate principal amount. Between inception and the October 14, 2016, AHPAC borrowed $300,000. This note was non-interest bearing and was repaid in full to the sponsor at the time of the IPO. AHPAC also issued to the sponsor on August 11, 2017, as amended and restated on May 3, 2018, an unsecured promissory note pursuant to which AHPAC is permitted to borrow up to $600,000 in aggregate principal amount. As of June 30, 2018, AHPAC has borrowed $475,000 under such note. In addition certain vendors have agreed to defer the payment of invoices until the close or termination of the business combination.

        The sponsor may make a working capital loan to AHPAC and up to $1,500,000 of such loan may be converted into warrants, at the price of $0.50 per warrant at the option of the sponsor. Such warrants would be identical to the private placement warrants.

Administrative Services Agreement

        AHPAC presently occupies office space provided by an affiliate of the sponsor. The affiliate has agreed that, until AHPAC consummates a business combination, it will make such office space, as well as certain support services, available to AHPAC, as may be required by AHPAC from time to time. AHPAC will pay the affiliate an aggregate of $10,000 per month for such office space and support services. As of April 30, 2017, the affiliate agreed to defer payment of the monthly administrative fee under the Administrative Services Agreement until the initial business combination, at which time all such accrued but unpaid fees will be paid to the affiliate. As of June 30, 2018, $140,000 is accrued and included in accrued expenses.

Private Placement Warrants

        The initial shareholders purchased 16,000,000 private placement warrants at $0.50 per warrant (for an aggregate purchase price of $8,000,000) from AHPAC in a private placement on the Close Date. A portion of the proceeds from the sale of the private placement warrants were placed into the trust account. The initial shareholders have also purchased an additional 400,000 private placement warrants at $0.50 per warrant (for an aggregate purchase price of $200,000) simultaneously with the underwriters' exercise of the over-allotment option granted to the underwriters in connection with the IPO. Each private placement warrant is exercisable for one-half of one AHPAC Class A ordinary share. Two private placement warrants must be exercised for one whole AHPAC Class A ordinary share at a price of $11.50 per share. The private placement warrants are identical to the warrants included in the units to be sold in the IPO except that the private placement warrants: (i) will not be redeemable by AHPAC and (ii) may be exercised for cash or on a cashless basis, as described in the registration statement relating to the IPO, so long as they are held by the initial shareholders or any of their permitted transferees. Additionally, the initial shareholders have agreed not to transfer, assign or sell any of the private placement warrants, including the AHPAC Class A ordinary shares issuable upon exercise of the private placement warrants (except to certain permitted transferees), until 30 days after the completion of the business combination.

Founder Shares

        In connection with the organization of AHPAC, on December 14, 2015, an aggregate of 8,625,000 founder shares were sold to the sponsor at a price of approximately $0.003 per share, for an aggregate




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price of $25,000. In October 2016, the sponsor transferred 50,000 founder shares to each of AHPAC's independent directors at a price per share of approximately $0.003 per share. In addition, at such time, each of AHPAC's independent directors purchased an additional 421,500 founder shares from the sponsor at a price per share of approximately $0.003 per share. The 8,625,000 founder shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriters of the IPO in order to maintain the initial shareholders' ownership at 20% of the issued and outstanding ordinary shares upon completion of the IPO. Following the partial exercise of the over-allotment option, 875,000 founder shares were forfeited in order to maintain the initial shareholders' ownership at 20% of the issued and outstanding AHPAC ordinary shares. The outstanding founder shares are identical to the AHPAC Class A ordinary shares included in the units sold in the IPO, except that the founder outstanding shares (i) have the exclusive right to vote on the election of directors prior to the business combination, (ii) are subject to certain transfer restrictions described below and (iii) are convertible into AHPAC Class A ordinary shares on a one-for-one basis, subject to adjustment pursuant to the anti-dilution provisions contained therein. The outstanding founder shares may not be transferred, assigned or sold until the earlier of (i) one year after the completion of the business combination and (ii) the date on which AHPAC completes a liquidation, merger, share exchange, reorganization or other similar transaction after the business combination that results in all of the public shareholders having the right to exchange their AHPAC Class A ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the AHPAC Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the business combination, the outstanding founder shares will be released from the lock-up.

        Concurrently with the signing of the Merger Agreement, AHPAC entered into the Subscription Agreement with the PIPE Investors for the purchase and sale of 9,022,741 shares of ORGO Class A common stock and 4,100,000 PIPE warrants (the "equity financing") for an aggregate purchase price of $46 million, to be consummated concurrently with the consummation of the business combination. The effective price to the PIPE Investors of the equity financing is approximately $5.10 per share of ORGO Class A common stock. The PIPE Investors also purchased, concurrently with the execution and delivery of the Merger Agreement, 3,221,050 shares of Organogenesis common stock for an aggregate purchase price of $46 million, or approximately $14.28 per share of Organogenesis common stock (such subscription, collectively with the equity financing, the "private investment"), which would be equivalent to a price of $7.035 per share of ORGO Class A common stock to be received in the merger if the business combination is completed). The purpose of the private investment is to fund the business combination and related transactions and for general corporate purposes. The effective price of the private investment to the PIPE Investors is approximately $5.91 per share of ORGO Class A common stock across their aggregate $92 million investment. As a result of the incremental surrender of founder shares agreed to by the Class B Holders in connection with the equity financing pursuant to the terms of the Parent Sponsor Letter Agreement, the effective price of the equity financing to ORGO is approximately $7.035 per share of ORGO Class A common stock. The warrants surrendered by the Class B Holders do not impact these calculations, as no purchase price was allocated to the warrants in light of the exercise price of the warrants.

        The PIPE Investors share a common investment committee, which is comprised of Thompson Dean, David Burgstahler, Sriram Venkataraman and Robert Girardi. Thompson Dean is also the Executive Chairman of AHPAC and David Burgstahler is also the President, Chief Executive Officer and a director of AHPAC. Robert Girardi is also a director of Merger Sub. In connection with the PIPE Investors' investment, Mr. Burgstahler conducted negotiations on behalf of the PIPE Investors (with input from, and representing the views of, certain limited partners of the PIPE Investors), and Messrs. Dean and Girardi primarily represented AHPAC in such negotiations. Separately, Avista Capital Holdings, LP acts as investment adviser to the PIPE Investors. Sponsor and Avista Capital




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Holdings, LP are under common control, as both are majority owned and controlled by Thompson Dean and David Burgstahler. The Sponsor controls AHPAC, holding approximately 74% of AHPAC's issued and outstanding share capital. As a result of the foregoing, the directors and officers of AHPAC have interests in the business combination that may be different from, or in addition to, the interests of AHPAC's shareholders.

Organogenesis Related Party Transactions


Leases with the Controlling Entities


        The buildings Organogenesis occupies in Canton, Massachusetts are owned by entities that are controlled by Alan Ades, Albert Erani, Dennis Erani and Glenn Nussdorf. These entities are: 65 Dan Road SPE, LLC; 65 Dan Road Associates; 85 Dan Road Associates; Dan Road Associates; and 275 Dan Road SPE, LLC. Mr. Ades, Mr. Albert Erani and Mr. Nussdorf are members of Organogenesis' board of directors. Mr. Ades and Mr. Albert Erani are first cousins. Together, Mr. Ades, Mr. Albert Erani, Mr. Dennis Erani and Mr. Nussdorf and certain of their respective affiliates, control a majority of the voting power of Organogenesis' outstanding common stock. Organogenesis refers to them as the Controlling Entities.

        On January 1, 2013, Organogenesis entered into a capital lease with 65 Dan Road SPE, LLC related to the facility at 65 Dan Road, Canton, Massachusetts. Organogenesis made aggregate payments under the lease of $475,647, $465,169, $849,033 and $703,667 in 2014, 2015, 2016 and 2017, respectively. As of June 30, 2018, Organogenesis had accrued, unpaid rent of $933,925 due under the lease. Under the lease, Organogenesis is required to make monthly rent payments of approximately $62,000 through December 31, 2018. The monthly rent payments increase by 10% on each of January 1, 2019 and January 1, 2022 to approximately $69,000 and $75,000 per month, respectively. In addition to the monthly rent payments, Organogenesis is responsible for reimbursing the landlord for taxes and insurance on the property. The lease term expires on December 31, 2022.

        On January 1, 2013, Organogenesis entered into a capital lease with 85 Dan Road Associates related to the facility at 85 Dan Road, Canton, Massachusetts. Organogenesis made aggregate payments under the lease of $584,627, $382,570, $609,706 and $727,939 in 2014, 2015, 2016 and 2017, respectively. As of June 30, 2018, Organogenesis had accrued, unpaid rent of $2,068,957 due under the lease. Under the lease, Organogenesis is required to make monthly rent payments of $77,000 through December 31, 2018. The monthly rent payments increase by 10% on each of January 1, 2019 and January 1, 2022 to approximately $85,000 and $93,000 per month, respectively. In addition to the monthly rent payments, Organogenesis is responsible for reimbursing the landlord for taxes and insurance on the property. The lease term expires on December 31, 2022.




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        On January 1, 2013, Organogenesis entered into a capital lease with Dan Road Equity I, LLC related to the facility at 150 Dan Road, Canton, Massachusetts. Organogenesis made aggregate payments under the lease of $953,356, $899,075, $970,630 and $1,083,497 in 2014, 2015, 2016 and 2017, respectively. As of June 30, 2018, Organogenesis had accrued, unpaid rent of $1,848,846 due under the lease. Under the lease, Organogenesis is required to make monthly rent payments of approximately $95,000 through December 31, 2018. The monthly rent payments increase by 10% on each of January 1, 2019 and January 1, 2022 to approximately $105,000 and $115,000 per month, respectively. In addition to the monthly rent payments, Organogenesis is responsible for reimbursing the landlord for taxes and insurance on the property. The lease term expires on December 31, 2022.

        On January 1, 2013, Organogenesis entered into capital lease arrangements with 275 Dan Road SPE, LLC for the property located on 275 Dan Road, Canton, Massachusetts. Organogenesis made no payments under the lease in 2014, 2015 or 2016 and made payments totaling $578,600 in 2017. As of June 30, 2018, Organogenesis had accrued, unpaid rent of $4,847,501 due under the lease. Under the lease, Organogenesis is required to make monthly rent payments of approximately $92,000 through




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December 31, 2018. The monthly rent payments increase by 10% on each of January 1, 2019 and January 1, 2022 to approximately $101,000 and $111,000 per month, respectively. In addition to the monthly rent payments, Organogenesis is responsible for reimbursing the landlord for taxes and insurance on the property. The lease term expires on December 31, 2022.

Loans from the Controlling Entities


        Organogenesis has outstanding indebtedness payable to the Controlling Entities as described below.

2010 Loans

        Organogenesis entered into a Second Amended and Restated Term Loan Agreement, herein referred to as the Term Loan Agreement, an Amended and Restated Working Capital Loan Agreement, herein referred to as the Working Capital Loan Agreement and an Amended and Restated Subordinated Loan Agreement, referred to herein as the Subordinated Loan Agreement, each dated as of October 15, 2010 with Alan Ades, Albert Erani, Dennis Erani and Glenn Nussdorf in the case of the Term Loan Agreement; and with Organo PFG LLC, Organo Investors LLC, Glenn Nussdorf, Alan Ades, Albert Erani and Dennis Erani in the case of the Working Capital Agreement and the Subordinated Loan Agreement. Alan Ades acts as Administrative Agent under the Term Loan Agreement. Organo PFG LLC acts as Administrative Agent under the Working Capital Loan Agreement and the Subordinated Loan Agreement. Organogenesis refers to the Term Loan Agreement, the Working Capital Agreement and the Subordinated Loan Agreement collectively as the 2010 Loan Agreement.

        Pursuant to the 2010 Loan Agreements, Organogenesis has borrowed an aggregate principal of $19,850,089, herein referred to as 2010 Loans. Organogenesis has paid no principal or interest on the 2010 Loans. Interest on the 2010 Loans accrues at 1.6% per annum.

        The 2010 Loans matured on April 30, 2018, but all of the 2010 Loans are subordinated to the amounts outstanding under the Credit Agreement and the ML Agreement and currently remain outstanding. The 2010 Loans are secured by substantially all of the personal property and assets of Organogenesis pursuant to security agreements by and among it and the lenders each dated as of October 15, 2010.. The 2010 Loans (including all accrued and unpaid interest) will be satisfied immediately prior to the closing of the business combination.




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        A breakdown of the principal amounts owed to each lender under the 2010 Loans is set forth below:

Lender		Term Loan Agreement Principal Amount			Working Capital Loan Agreement Principal Amount			Subordinated Loan Agreement Principal Amount
Alan Ades		$	849,246		$	375,000		$	1,885,824
Albert Erani		$	583,857			—		$	406,496
Dennis Erani		$	265,389		$	375,000		$	1,639,328
Glenn Nussdorf		$	424,623		$	600,000		$	2,861,218
Organo PFG LLC			—		$	1,515,000		$	7,284,821
Organo Investors LLC			—		$	135,000		$	649,287
TOTAL		$	2,123,115		$	3,000,000		$	14,726,974

2015 Loans

        Organogenesis entered into a Loan and Security Agreement dated as of July 1, 2015 and amended as of November 20, 2015 with Alan Ades, Albert Erani, Dennis Erani, Glenn Nussdorf and Organo PFG LLC, referred to herein as the 2015 Loan Agreement, pursuant to which the Company borrowed




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an aggregate of $11,396,258 evidenced by secured promissory notes referred to herein as the 2015 Loans, as follows:

Lender		Date of Loan		Principal Amount
Alan Ades		7/1/15		$	4,000,000
Dennis Erani		7/1/15		$	2,000,000
Glenn Nussdorf		7/1/15		$	4,000,000
65 Dan Road Associates		11/20/15		$	97,436
Organo PFG LLC		11/20/15		$	909,447
Albert Erani		12/23/15		$	97,344
Glenn Nussdorf		12/23/15		$	97,344
Alan Ades		12/31/15		$	194,687
TOTAL				$	11,396,258

        The 2015 Loans bear interest at a rate of 1.6% per annum, and are secured by substantially all of the personal property and assets of the Company. The 2015 Loans matured on April 30, 2018 and currently remain outstanding, but are subordinated in right of payment to the amounts outstanding under the Credit Agreement and the ML Agreement. Organogenesis has paid no principal or interest on the 2015 Loans. The 2015 Loans (including all accrued and unpaid interest) will be satisfied immediately prior to the closing of the business combination.

2016 Loans

        On April 12, 2016, Mr. Ades, Mr. Dennis Erani and Mr. Nussdorf entered into a Securities Purchase Agreement with Organogenesis pursuant to which Organogenesis issued $17,000,000 in aggregate principal amount of subordinated notes, referred to herein as the 2016 Loans, and warrants to purchase an aggregate of 446,194 shares of Organogenesis' common stock as set forth below:

Lender		Principal Amount of Notes			Shares Underlying Warrants
Alan Ades		$	6,000,000			157,480
Dennis Erani		$	4,000,000			104,987
Glenn Nussdorf		$	7,000,000			183,727
TOTAL		$	17,000,000			446,194




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        The 2016 Loans are subordinated to the amounts outstanding under the Credit Agreement and the ML Agreement, bear interest at the rate of 15% per annum and are secured by substantially all of the personal property and assets of the Company. Organogenesis has paid no principal or interest on the 2016 Loans. The 2016 Loans are payable on April 12, 2019. The warrants have an exercise price of $7.28 per share and expire on April 16, 2021. Organogenesis is also obligated to pay a $680,000 fee in connection with the 2016 Loans. The 2016 Loans (including all accrued and unpaid interest and fees) will be satisfied immediately prior to the closing of the business combination.

Real Estate Loans

        On June 19, 2013, Organogenesis entered into a secured financing arrangement with 65 Dan Road SPE, LLC, 85 Dan Road Associates and 275 Dan Road SPE, LLC under which loans were made to Organogenesis, referred to herein as the Real Estate Loans. The Real Estate Loans bear interest at a rate of 1.6% per annum, and are secured by substantially all of the personal property and assets of the Company. Organogenesis has paid no principal or interest on the Real Estate Loans. The Real Estate Loans matured on April 30, 2018, but are subordinated in right of payment to the amounts outstanding under the Credit Agreement and the ML Agreement and currently remain outstanding..




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        A breakdown of the principal amounts owed to each lender under the Real Estate Loans is set forth below:

Lender		Principal Amount
65 Dan Road SPE, LLC		$	200,000
85 Dan Road Associates		$	3,900,000
275 Dan Road SPE, LLC		$	400,000
TOTAL		$	4,500,000

        Organogenesis owes the Controlling Entities a total of $52,746,347 in aggregate principal under the 2010 Loans, the 2015 Loans, the 2016 Loans and the Real Estate Loans, which Organogenesis refers to collectively as the Controlling Entities Loans. The Real Estate Loans (including all accrued and unpaid interest) will be satisfied immediately prior to the closing of the business combination.

2018 Loan Agreements

        On March 1, 2018, Organogenesis entered into a loan agreement with Alan Ades, Albert Erani and Glenn Nussdorf, each of whom is a member of Organogenesis' board of directors and a greater than 5% stockholder, pursuant to which Mr. Ades, Mr. Erani and Mr. Nussdorf collectively agreed to lend Organogenesis, upon Organogenesis' request, an advance of up to the lesser of: (i) $10,000,000 and (ii) the amount that represents 60 days of Organogenesis' payroll obligations, during the period beginning on March 1, 2018 and ending on the earlier of May 15, 2018 and the closing of an underwritten initial public offering. Advances are to be evidenced by one or more promissory notes, bear interest at a rate of 8% per annum, and are payable upon demand subject to the subordination agreements in favor of Silicon Valley Bank, Eastward Fund Management, LLC and Kenneth L. Horton, Howard P. Walthall and Gregory J. Yager. Mr. Ades and Mr. Erani each agreed to provide 40% of any amounts advanced and Mr. Nussdorf agreed to provide 20% of any amounts advanced. As of June 30, 2018, advances totaling $10,000,000 have been made under the loan agreement.




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        On May 23, 2018, Organogenesis entered into a loan agreement with Alan Ades, Albert Erani and Glenn Nussdorf, each of whom is a member of Organogenesis' board of directors and a greater than 5% stockholder, pursuant to which Mr. Ades, Mr. Erani and Mr. Nussdorf collectively agreed to lend Organogenesis an aggregate of $10,000,000, with a $5,000,000 advance to occur on or before July 2, 2018 and an additional $5,000,000 advance to occur on or before August 31, 2018. Advances are to be evidenced by one or more promissory notes, bear interest at a rate of 8% per annum, and are payable upon demand subject to the subordination agreements in favor of Silicon Valley Bank, Eastward Fund Management, LLC and Kenneth L. Horton, Howard P. Walthall and Gregory J. Yager. Mr. Ades and Mr. Erani each agreed to provide 40% of any amounts advanced and Mr. Nussdorf agreed to provide 20% of any amounts advanced. As of June 30, 2018, advances totaling $5,000,000 have been made under the loan agreement.

        The 2018 Loans (including all accrued and unpaid interest) will be satisfied immediately prior to the closing of the business combination.

Unconditional Guaranty

        On April 5 2018, Mr. Ades, Mr. Albert Erani and Mr. Nussdorf entered into an Unconditional Guaranty with SVB, herein referred to as the Unconditional Guaranty, in connection with the funding of the $5.0 million term loan under the Credit Agreement. Pursuant to the Unconditional Guaranty, each of Messrs. Ades, Albert Erani and Nussdorf jointly and severally guaranteed the payment of Organogenesis' obligations with respect to the $5.0 million term loan under the Credit Agreement, plus all accrued and unpaid interest on such indebtedness and certain expenses related thereto payable to




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SVB pursuant to the Credit Agreement. See also "Description of Certain Indebtedness—SVB Credit Agreement."

Loans to Related Persons


        From 2010 through 2012, Organogenesis lent money to Gary S. Gillheeney, Sr., Organogenesis' current President and Chief Executive Officer, who at the time of the loans was Organogenesis' Chief Operating Officer and Chief Financial Officer. The loans to Mr. Gillheeney totaled $1,507,490 in principal amount, were interest bearing, mature on the tenth anniversary of their respective dates of issuance and were secured by a pledge to Organogenesis of Mr. Gillheeney's equity interests in the Company. On August 21, 2014, Mr. Gillheeney transferred 327,490 shares of Organogenesis' common stock owned by him to the Company in full and complete satisfaction of $654,979 in principal and accrued interest on the loans. After the August 2014 transaction, Mr. Gillheeney's aggregate loans outstanding totaled $996,525, which amount remained outstanding as of June 30, 2018. These outstanding loans bear interest at rates ranging from 2.30% to 3.86% per annum and are secured by a pledge to Organogenesis of Mr. Gillheeney's equity interests in the Company. The Organogenesis board of directors authorized and approved the forgiveness of all outstanding principal under and accrued and unpaid interest on Mr. Gillheeney's loans as well as a tax gross-up payment in connection with the forgiveness of such amounts effective as of immediately prior to the closing of the business combination.

Kenneth L. Horton and NuTech Medical


        On March 24, 2017, Organogenesis purchased NuTech Medical from Kenneth L. Horton, its sole shareholder, for approximately $19.5 million in cash, which consisted of $12.0 million paid at closing and approximately $7.5 million in deferred acquisition consideration, and issued him 1,794,455 shares of Organogenesis' common stock, which represents more than 5% of Organogenesis' outstanding common stock as of June 30, 2018. As of June 30, 2018, Organogenesis has paid $2.5 million in deferred acquisition consideration. The amount, if any, of the remaining $5 million of deferred acquisition consideration plus accrued interest owed to Mr. Horton is currently in dispute. Organogenesis has




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asserted certain claims for indemnification that would offset in whole or in part its payment obligation and Mr. Horton, on behalf of the sellers of NuTech Medical, has filed a lawsuit alleging breach of contract and seeking specific performance of the alleged payment obligation and attorneys' fees.

        In connection with Organogenesis' acquisition of NuTech Medical, Organogenesis: (i) agreed that, in the event Organogenesis grant any rights of registration under the Securities Act relating to any shares of Organogenesis' common stock or other securities to any person other than Mr. Horton, Organogenesis would cause such rights to be granted to Mr. Horton on a pro-rata basis; (ii) granted Mr. Horton the right to cause Organogenesis, within ninety (90) days of March 24, 2019, to purchase up to 358,891 shares of Organogenesis' common stock that are outstanding at such time and are held by Mr. Horton, at a price per share equal to $18.84 per share; (iii) were granted the right to cause Mr. Horton, within ninety (90) days of March 24, 2019, to sell to Organogenesis up to 358,891 shares of Organogenesis' common stock that are outstanding at such time and are held by Mr. Horton, at a price per share equal to $18.84 per share; and (iv) Alan Ades, Albert Erani, Glenn Nussdorf, Dennis Erani, Organo PFG LLC, Organo Investors LLC and the Real Estate Entities subordinated payment of all of Organogenesis' indebtedness to such creditors arising in connection with such creditor's rights as Organogenesis' creditor, shareholder, partner, member, officer, director, manager, employee, or independent contractor or otherwise (but excluding salaries or other compensation paid in the ordinary course of Organogenesis' business consistent with past practice), whether currently existing or arising in the future to (x) payment of certain deferred cash consideration Organogenesis is obligated to pay to Mr. Horton in connection with Organogenesis' acquisition of NuTech Medical and (y) the purchase of




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shares of Organogenesis' common stock by Organogenesis if so requested by Mr. Horton pursuant to the right described in clause (ii) of this paragraph.

Registration Rights Agreement


        Under the terms of a note and warrant purchase agreement between Organogenesis and certain of Organogenesis' investors, the warrant holders have demand registration rights in respect of any shares of common stock issued or issuable upon conversion of their warrants, subject to certain conditions. In addition, in the event that Organogenesis registers shares of common stock for sale to the public, Organogenesis will be required to give notice of such registration to the parties thereto, and, subject to certain limitations, include shares of common stock issued or issuable upon conversion of their warrants held by them in such registration. The agreement includes customary cross-indemnification provisions, under which Organogenesis is obligated to indemnify the selling stockholders in the event of material misstatements or omissions in the registration statement attributable to Organogenesis, and they are obligated to indemnify Organogenesis for material misstatements or omissions attributable to them.

Executive Officer Compensation


        See "Executive Compensation" for additional information regarding compensation of Organogenesis' NEOs.

Employment Agreements


        Organogenesis has entered into employment agreements with certain of Organogenesis' NEOs. For more information regarding these agreements, see "Executive Compensation—Employment Agreements, Severance and Change in Control Arrangements."




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BENEFICIAL OWNERSHIP OF SECURITIES


        The following table sets forth information known to AHPAC regarding (i) the actual beneficial ownership of AHPAC ordinary shares as of the record date (pre-business combination) and (ii) expected beneficial ownership of ORGO common stock immediately following consummation of the business combination (post-business combination), assuming that no public shares are redeemed, and alternatively the maximum number of public shares are redeemed, by:

•

each person who is, or is expected to be, the beneficial owner of more than five percent (5%) of the outstanding shares of our common stock;



•

each of AHPAC's current officers and directors;



•

each person who will become a named officer or director of AHPAC; and



•

all current executive officers and directors of AHPAC, as a group and all executive officers and directors of ORGO following consummation of the business combination, as a group.

        Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

        The beneficial ownership of AHPAC ordinary shares pre-business combination is based on 36,812,5005,812,500 ordinary shares (of which 31,000,000 are AHPAC Class A ordinary shares and 5,812,500 are founder shares held by the initial shareholders) issued and outstanding as of November [    ·    ], 2018.

        The expected beneficial ownership of shares of ORGO common stock post-business combination assuming no public shares are redeemed, has been determined based uponon the following assumptions: (i) no public shareholder has exercised its redemption rights to receive cash from the trust account in exchange for its Class A common shares, (ii) the exchange and the equity financing have been consummated, (iii) none of the investors set forth in the table below has purchased or purchases AHPAC Class A common shares or shares of ORGO Class A common stock in the open market and (iv) there will be an aggregate of 122,224,334 shares of our Class A common stock outstanding at the Closing.

        The expected beneficial ownership of shares of ORGO common stock post-business combination assuming 31,000,000 public shares have been redeemed has been determined based on the following assumptions: (i) public shareholders have exercised their redemption rights with respect to 31,000,000 AHPAC Class A common shares, (ii) the exchange and the equity financing have been consummated, (iii) none of the investors set forth in the table below has purchased or purchases Class A common shares or shares of ORGO Class A common stock in the open market and (iv)(iii) there will be an aggregate of 91,224,33482,477,891 shares of our Class A common stock issuedand 1,390,993 shares of our Class B common stock outstanding at the Closing.




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        Unless otherwise indicated, AHPAC believes that all persons named in the table below have sole voting and investment power with respect to all AHPAC or AHPAC securities, as applicable, beneficially owned by them.

		Pre-closing						No redemption						With Full redemption
Beneficial owners		Number of shares			% owned			Number of shares			% owned			Number of shares			% owned
Avista Acquisition Corp.(1)			4,269,375			11.6	%		1,021,707			*			1,021,707			1.1	%
Thompson Dean(2)			4,269,375			11.6	%		1,021,707			*			1,021,707			1.1	%
David Burgstahler(2)			4,269,375			11.6	%		1,021,707			*			1,021,707			1.1	%
Håkan Björklund			320,625			*			76,729			*			76,729			*
Charles Harwood			320,625			*			76,729			*			76,729			*
Brian Markison			581,250			1.6	%		139,099			*			139,099			*
Robert O'Neil			320,625			*			76,729			*			76,729			*
John Cafasso			—			—			—			—			—			—
Benjamin Silbert			—			—			—			—			—			—
Glazer Capital, LLC(3)			3,026,649			8.2	%		3,026,649			2.5	%		—			—
Alyeska Investment Group, L.P.(4)			2,100,000			5.7	%		2,100,000			1.7	%		—			—
Polar Asset Management Partners Inc.(5)			2,648,276			7.2	%		2,648,276			2.2	%		—			—
Angelo, Gordon & Co., L.P.(6)			1,871,123			5.1	%		1,871,123			1.5	%		—			—
ArrowMark Colorado Holdings LLC(7)			2,390,526			6.5	%		2,390,526			2.0	%		—			—
All directors and executive officers of AHPAC as a Group (8 individuals)			5,812,500			15.8	%		1,390,993			1.1	%		1,390,993			1.5	%
PIPE Investors(8)			0			0	%		15,561,473			12.7	%		15,561,473			17.1	%
Organo PFG LLC and affiliated entities(9)			—			—			34,982,016			28.6	%		34,982,016			38.3	%
Dennis Erani(10)			—			—			4,324,442			3.5	%		4,324,442			4.7	%
Controlling Entities(11)			—			—			68,308,454			55.5	%		68,308,454			74.1	%
Gary S. Gillheeney, Sr.(12)			—			—			2,608,810			2.1	%		2,608,810			2.8	%
Alan A. Ades(13)			—			—			44,784,180			36.5	%		44,784,180			48.9	%
Maurice Ades			—			—			—			—			—			—
Joshua Tamaroff(14)			—			—			—			—			—			—
Albert Erani(15)			—			—			38,923,402			31.8	%		38,923,402			42.7	%
Arthur S. Leibowitz			—			—			—			—			—			—
Wayne Mackie			—			—			—			—			—			—
Glenn H. Nussdorf(16)			—			—			14,672,149			12.0	%		14,672,149			16.0	%
Timothy M. Cunningham(17)			—			—			223,848			*			223,848			*
Patrick Bilbo(18)			—			—			302,470			*			302,470			*
Lori Freedman(19)			—			—			8,120			*			8,120			*
Brian Grow(20)			—			—			54,651			*			54,651			*
Antonio S. Montecalvo(21)			—			—			57,745			*			57,745			*
Howard Walthall(22)			—			—			126,310			*			126,310			*
All directors and executive officers of ORGO as a Group (14 individuals)(23)			—			—			66,779,669			52.9	%		66,779,669			70.2	%

		Pre-closing						Post-closing
Beneficial owners		Number of shares			% owned			Number of shares			% owned
Avista Acquisition Corp.(1)			4,296,359			73.9	%		1,048,691			1.1	%
Thompson Dean(2)			4,296,359			73.9	%		1,048,691			1.1	%
David Burgstahler(2)			4,296,359			73.9	%		1,048,691			1.1	%
Håkan Björklund			313,467			5.4	%		69,571			*
Charles Harwood			313,467			5.4	%		69,571			*
Brian Markison			575,740			9.9	%		133,589			*
Robert O'Neil			313,467			5.4	%		69,571			*
John Cafasso			—			—			—			—
Benjamin Silbert			—			—			—			—
All directors and executive officers of AHPAC as a Group (8 individuals)			5,812,500			100	%		1,390,993			1.5	%
PIPE Investors(3)			—			—			15,561,473			17.1	%
Organo PFG LLC and affiliated entities(4)			—			—			34,982,016			38.3	%
Dennis Erani(5)			—			—			4,324,442			4.7	%
Controlling Entities(6)			—			—			68,308,454			74.1	%
Gary S. Gillheeney, Sr.(7)			—			—			2,608,810			2.8	%
Alan A. Ades(8)			—			—			44,784,180			48.9	%
Maurice Ades			—			—			—			—
Joshua Tamaroff(9)			—			—			—			—
Albert Erani(10)			—			—			38,923,402			42.7	%
Arthur S. Leibowitz			—			—			—			—
Wayne Mackie			—			—			—			—
Glenn H. Nussdorf(11)			—			—			14,672,149			16.0	%
Timothy M. Cunningham(12)			—			—			223,848			*
Patrick Bilbo(13)			—			—			302,470			*
Lori Freedman(14)			—			—			8,120			*
Brian Grow(15)			—			—			54,651			*
Antonio S. Montecalvo(16)			—			—			57,745			*
Howard Walthall(17)			—			—			126,310			*
All directors and executive officers of ORGO as a Group (14 individuals)(18)			—			—			66,779,669			70.2	%

---

*

Less than 1%.



(1)

Excludes 8,200,000 shares which may be purchased by exercising private placement warrants that are not presently exercisable, and which warrants will be surrendered to AHPAC in the business combination, prior to becoming exercisable.



(2)

Mr. Dean and Mr. Burgstahler are deemed to beneficially own shares by virtue of their shared control over Avista Acquisition Corp. as its directors. Excludes shares beneficially owned by the PIPE Investors. Avista Capital Managing Member IV, LLC exercises voting and dispositive power over the shares held




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by the PIPE Investors. Voting and disposition decisions at Avista Capital Managing Member IV, LLC are made by an investment committee, the members of which are Thompson Dean, David Burgstahler, Robert Girardi and Sriram Venkataraman. None of the foregoing persons has the power individually to vote or dispose of any shares; however, Messrs. Dean and Burgstahler have veto rights over the voting and disposition of any shares. Mr. Dean and Mr. Burgstahler each disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest. The address of each of the foregoing is c/o Avista Capital Partners, 65 E. 55th Street, 18th Floor, New York, New York 10022.




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