AxoGen, Inc.
13631 Progress Boulevard
Suite 400
Alachua, Florida 32615
October 6, 2017
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-4561
Attn: | Timothy Buchmiller | |
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| Re: | AxoGen, Inc. (the “Company”) |
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| Registration Statement on Form S-3 |
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| File No. 333-220770 |
Dear Mr. Buchmiller:
The Company hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 p.m. (EST) on October 11, 2017, or as soon as practicable thereafter, pursuant to Rule 461 of the Securities Act of 1933, as amended.
The Company acknowledges that: (i) should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, such declaration does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact Fahd Riaz of DLA Piper LLP (US) with any questions or comments at (215) 656-3316. Thank you for your assistance with this filing.
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| AXOGEN, INC. | |
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| By: | /s/ Gregory G. Freitag |
| Name: | Gregory G. Freitag |
| Title: | General Counsel |
