オーガノジェネシスHDの適時開示・重要契約・決算・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 5, 2025

ORGANOGENESIS HOLDINGS INC.

(Exact Name of Registrant as specified in its charter)


Delaware	001-37906	98-1329150
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

85 Dan Road Canton, MA		02021
(Address of principal executive offices)		(Zip Code)

(781) 575-0775

(Registrant’s telephone number, including area code)

Not Applicable

(Registrant’s name or former address, if change since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     Securities registered pursuant to Section 12(b) of the Act:

    

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Class A Common Stock, $0.0001 par value

     ORGO

     Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

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 pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 5, 2025, Organogenesis Holdings Inc. (the “Company”) entered into a Fourth Amendment to the Credit Agreement dated August 6, 2021 (the Credit Agreement, as amended, the “Credit Agreement,” and the Fourth Amendment to the Credit Agreement, the “Fourth Amendment”), by and among the Company, as borrower, and its subsidiaries, Organogenesis Inc. and Prime Merger Sub, LLC, as guarantors, and Silicon Valley Bank, as Administrative Agent, and the several other lenders from time to time party thereto. The Fourth Amendment amended Section 7.1(a) of the Credit Agreement to provide that, so long as there are no swingline loans or revolving loans outstanding, the consolidated fixed charge coverage ratio covenant shall not be tested for the fiscal quarter ending June 30, 2025. Notwithstanding this testing accommodation for the quarter ended June 30, 2025, the covenant is deemed to be in effect for purposes of any transaction contemplated by the Credit Agreement that requires pro forma compliance with the consolidated fixed charge coverage ratio or the financial covenants generally and would preclude the Company from any additional borrowing under the Credit Agreement unless waived or further amended.

The Fourth Amendment also requires the Company, its subsidiary guarantors, the Administrative Agent and certain of the lenders prior to September 30, 2025 to enter into an agreement to reset certain financial covenants or implement new financial covenants and implement other modifications to the Credit Agreement and related documents, on terms and conditions reasonably acceptable to the Administrative Agent and such lenders. The lenders shall have no further obligation to make revolving extensions of credit under the Credit Agreement until such an agreement has been executed, and the failure of the Company to enter into such an agreement shall constitute an event of default under the Credit Agreement. Notwithstanding this obligation, the Company has the right to terminate the Credit Agreement for its convenience prior to such date, and it expects that the cash on hand and other components of working capital as of June 30, 2025, plus net cash flows from product sales will be sufficient to fund the Company’s operating expenses, capital expenditure requirements and debt service payments for at least 12 months beyond the filing date of the Company’s Form 10-Q for the quarter ended June 30, 2025.

The foregoing description of the Fourth Amendment is not complete and is qualified in its entirety by reference to the Fourth Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

On August 7, 2025, the Company announced via press release its results for the fiscal second quarter ended June 30, 2025. A copy of the Company’s press release is hereby furnished to the Commission and incorporated herein by reference as Exhibit 99.1.

The information in the press release attached as Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description
10.1		Fourth Amendment to Credit Agreement dated as of August 5, 2025 by and among the Company, the lenders named therein and the administrative agent
99.1		Press Release dated August 7, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Organogenesis Holdings Inc.

By:	/s/ Lori Freedman
Name:	Lori Freedman
Title:	Chief Administrative and Legal Officer

Date: August 7, 2025

EX-10.1 2 orgo-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

Execution Version

FOURTH AMENDMENT TO
CREDIT AGREEMENT

This Fourth Amendment to Credit Agreement (this “Amendment”) dated and effective as of August 5, 2025 (the “Fourth Amendment Effective Date”) by and among ORGANOGENESIS HOLDINGS INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities party hereto constituting the Required Lenders (as defined in the Credit Agreement referred to below), and SILICON VALLEY BANK, a division of First-Citizens Bank & Trust Company (“SVB”), as the Administrative Agent (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders party thereto, the Administrative Agent, and SVB, as the Issuing Lender and the Swingline Lender, are parties to that certain Credit Agreement dated as of August 6, 2021 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”); and

WHEREAS, the Borrower has requested that the Required Lenders agree to modify and amend certain terms and conditions of the Credit Agreement, subject to the terms and conditions contained herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Capitalized Terms. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement or in the other Loan Documents, as applicable.

Amendments to the Credit Agreement. Section 7.1 of the Credit Agreement (Financial Condition Covenants) is hereby amended by restating sub-section (a) thereof to read as follows:

“(a) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as at the last day of any period of four (4) consecutive fiscal quarters of the Group Members, commencing with the fiscal quarter ending September 30, 2021, to be less than 1.25:1.00; provided, that, so long as no Swingline Loans or Revolving Loans are outstanding, the foregoing Consolidated Fixed Charge Coverage Ratio covenant shall not be tested for the fiscal quarter ending June 30, 2025 for purposes of this Section 7.1(a), but shall be deemed to be in effect for purposes of any transaction contemplated by this Agreement that requires pro forma compliance with this Section 7.1(a) or the financial covenants generally.”

Conditions Precedent to Effectiveness. This Amendment shall not be effective until each of the following conditions precedent have been fulfilled to the satisfaction of the Required Lenders:

(a)

This Amendment shall have been duly executed and delivered by the Borrower and the Required Lenders, and acknowledged by each Guarantor. The Administrative Agent shall have received a fully executed copy of this Amendment.

(b)

Immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

(c)

Immediately after giving effect to this Amendment, the representations and warranties made by each Loan Party in this Amendment, the Credit Agreement, as amended by this Amendment, and the other Loan Documents to which it is a party (i) that is qualified by materiality shall be true and correct, and (ii) that is not qualified by materiality, shall be true and correct in all material respects, in each case, on and as of such date as if made on and as of such date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects (or all respects, as applicable) as of such earlier date.

(d)

The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel required to be paid hereunder or under any other Loan Document), to the extent provided in Section 10.5 of the Credit Agreement on or before the Fourth Amendment Effective Date.

Representations and Warranties. Each Loan Party hereby represents and warrants to the Administrative Agent and the Lenders as follows:

(a)

This Amendment is, and each other Loan Document to which it is or will be a party, when executed and delivered by each Loan Party that is a party thereto, will be the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally.

(b)

Immediately after giving effect to this Amendment, the representations and warranties set forth in this Amendment, the Credit Agreement, as amended by this Amendment and after giving effect hereto, and the other Loan Documents to which it is a party (i) that is qualified by materiality shall be true and correct, and (ii) that is not qualified by materiality, shall be true and correct in all material respects, in each case, on and as of such date as if made on and as of such date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects (or all respects, as applicable) as of such earlier date.

(c)

The information included in the Beneficial Ownership Certification most recently provided to each Lender, if applicable, is true and correct in all respects.

Release by the Loan Parties.

(a)

Each Loan Party hereby absolutely and unconditionally releases and forever discharges the Administrative Agent, each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment which relates directly or indirectly, to the Credit Agreement or any other Loan Document, whether such claims, demands and causes of action are matured or unmatured or known or unknown, except for the duties and obligations set forth in this Amendment.

Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. As to each and every Claim released hereunder, each Loan Party expressly waives all rights afforded by Section 1542 of the Civil Code of the State of California (“Section 1542”) and any similar statute or regulation in any other applicable jurisdiction (including the State of New York). Section 1542 states as follows:A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. (b) Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 5(a) above. If any Loan Party violates the foregoing covenant, the Loan Parties, for themselves and their successors and assigns, and their present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agree to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation. 6. Payment of Costs and Fees. The Borrower shall pay to the Administrative Agent all reasonable costs, out-of-pocket expenses, and fees and charges of every kind of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment and any documents and instruments relating hereto (which costs include, without limitation, the reasonable fees and expenses of any attorneys retained by the Administrative Agent) to the extent provided in Section 10.5 of the Credit Agreement. 7. Choice of Law. This Amendment and the rights of the parties hereunder, shall be determined under, governed by, and construed and interpreted in accordance with the internal laws (and not the conflict of law rules) of the State of New York. Section 10.14 of the Credit Agreement is hereby incorporated by reference. 8. Counterpart Execution. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Amendment. 9. Effect on Loan Documents.

(a)

The Credit Agreement, as amended hereby, and each of the other Loan Documents shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects. The execution, delivery, and performance of this Amendment shall not operate as a modification or waiver of any right, power, or remedy of the Administrative Agent or any Lender under the Credit Agreement or any other Loan Document except as expressly set forth herein. Nothing contained in this Amendment shall constitute a novation of the Obligations. The modifications and other agreements herein are limited to the specifics hereof (including facts or occurrences on which the same are based), shall not apply with respect to any facts or occurrences other than those on which the same are based, shall not excuse any non-compliance with the Loan Documents, and shall not operate as a consent or waiver to any matter under the Loan Documents. Except for the amendments to the Credit Agreement expressly set forth herein, the Credit Agreement and other Loan Documents shall remain unchanged and in full force and effect. To the extent any terms or provisions of this Amendment conflict with those of the Credit Agreement or other Loan Documents, the terms and provisions of this Amendment shall control.

(b)

To the extent that any terms and conditions in any of the Loan Documents shall contradict or be in conflict with any terms or conditions of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby.

(c)

This Amendment is a Loan Document.

10.

Entire Agreement. This Amendment, and terms and provisions hereof, the Credit Agreement and the other Loan Documents constitute the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede any and all prior or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or written.

11.

Severability. In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

12.

Post-Closing Agreement. (a) Prior to September 30, 2025, the Loan Parties, the Required Lenders and the Administrative Agent shall enter into an amendment to the Credit Agreement to reset certain financial covenants or implement new financial covenants and implement other modifications to the Loan Documents required by the Required Lenders, on terms and conditions reasonably acceptable to the Administrative Agent and the Required Lenders, and (b) notwithstanding the foregoing or anything in the Credit Agreement to the contrary, (i) the Loan Parties acknowledge and agree that the Lenders shall have no further obligation to make any Revolving Extensions of Credit until such amendment has been executed, and (ii) the failure of the Loan Parties to comply with the condition set forth in clause (a) immediately above shall constitute an immediate Event of Default.

[Signature pages follow]

In Witness Whereof, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

BORROWER:

     ORGANOGENESIS HOLDINGS INC.
 
By: /s/ David C. Francisco	 
Name: David C. Francisco
Title: CFO

[Signature Page to Fourth Amendment to Credit Agreement]

ADMINISTRATIVE AGENT AND LENDER:

FIRST-CITIZENS BANK & TRUST COMPANY

By: /s/ Megan Wood Name: Megan Wood Title: Vice President II By: /s/ Luis Gutierrez Name: Luis Gutierrez Title: Senior Vice President

[Signature Page to Fourth Amendment to Credit Agreement]

LENDER:

CITIZENS BANK N.A.

LENDER:

PNC BANK, NATIONAL ASSOCIATION

[Signature Page to Fourth Amendment to Credit Agreement]

CONSENT AND REAFFIRMATION

By: /s/ Robert Novak Name: Robert Novak Title: Senior Vice President Each Guarantor hereby (i) acknowledges receipt of a copy of the foregoing Fourth Amendment to Credit Agreement (the "Fourth Amendment"; capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement as amended by the Fourth Amendment); (ii) consents to the Borrower's execution and delivery of the Fourth Amendment; (iii) affirms that nothing contained in the Fourth Amendment shall modify in any respect whatsoever any Loan Document to which it is a party except as expressly set forth therein; (iv) ratifies, affirms, acknowledges and agrees that each of the Loan Documents to which such Guarantor is a party represents the valid, enforceable and collectible obligations of such Guarantor; and (v) expressly acknowledges and consents to the Borrower releasing all “Claims” on its behalf. Each Guarantor hereby agrees that the Fourth Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The guarantee, Liens and rights securing payment of the Obligations (including as amended by the Fourth Amendment) are hereby ratified and confirmed by each Guarantor in all respects. Although each Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to same, such Guarantor understands that neither the Administrative Agent nor any Lender has any obligation to inform such Guarantor of such matters in the future or to seek such Guarantor's acknowledgment or agreement to future amendments, waivers or consents, and nothing herein shall create such a duty.

ORGANOGENESIS INC.

By: /s/ David C. Francisco

Name: David C. Francisco

Title: CFO

PRIME MERGER SUB, LLC

By: /s/ David C. Francisco

Name: David C. Francisco

Title: CFO

[Signature Page to Consent and Reaffirmation of Fourth Amendment to Credit Agreement]

EX-99.1 3 orgo-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Organogenesis Holdings Inc. Reports Second Quarter 2025 Financial Results

CANTON, Mass., (August 7, 2025) -- Organogenesis Holdings Inc. (Nasdaq: ORGO), a leading regenerative medicine company focused on the development, manufacture, and commercialization of product solutions for the Advanced Wound Care and Surgical & Sports Medicine markets, today reported financial results for the second quarter ended June 30, 2025.

Second Quarter 2025 Financial Results Summary:

•

Net product revenue of $100.8 million for the second quarter of 2025, a decrease of $29.5 million compared to net product revenue of $130.2 million for the second quarter of 2024. Net product revenue for the second quarter of 2025 consists of:

Net product revenue from Advanced Wound Care products of $92.7 million, a decrease of 25% from the second quarter of 2024.

Net product revenue from Surgical & Sports Medicine products of $8.1 million, an increase of 16% from the second quarter of 2024.

•

Net loss of $9.4 million for the second quarter of 2025, compared to a net loss of $17.0 million for the second quarter of 2024, a decrease in net loss of $7.6 million.

•

Adjusted net loss of $7.5 million for the second quarter of 2025, compared to an adjusted net income of $0.2 million for the second quarter of 2024, a decrease in adjusted net income of $7.7 million.

•

Adjusted EBITDA loss of $3.6 million for the second quarter of 2025, compared to Adjusted EBITDA income of $15.6 million for the second quarter of 2024, a decrease in Adjusted EBITDA income of $19.3 million.

“I’m pleased with the team’s performance in the second quarter and our focus on helping customers navigate a disrupted environment; looking ahead, the policy changes expected in 2026 will be a watershed moment for the industry, bringing stability and creating opportunities to serve even more patients,” said Gary S. Gillheeney, Sr., President, Chief Executive Officer and Chair of the Board for Organogenesis. “We believe we are well-positioned to continue to be a leader in the industry with our comprehensive portfolio, including products from all FDA classifications and offer greater access to PMA products. Additionally, we remain confident in the transformational potential of ReNu for knee OA and look forward to sharing top line data from our second phase three study this September.”

Second Quarter 2025 Financial Results:


	Three Months Ended June 30,				Change
	2025		2024		$			%
	(in thousands, except for percentages)
Advanced Wound Care	$	92,696	$	123,237	$	(30,541	)		(25	%)
Surgical & Sports Medicine		8,083		6,997		1,086			16	%
Net product revenue	$	100,779	$	130,234	$	(29,455	)		(23	%)


	Six Months Ended June 30,				Change
	2025		2024		$			%
	(in thousands, except for percentages)
Advanced Wound Care	$	172,623	$	227,101	$	(54,478	)		(24	%)
Surgical & Sports Medicine		14,849		13,109		1,740			13	%
Net product revenue	$	187,472	$	240,210	$	(52,738	)		(22	%)

Net product revenue for the second quarter of 2025 was $100.8 million, compared to $130.2 million for the second quarter of 2024, a decrease of $29.5 million, or 23%. The decrease in net product revenue was driven by a decrease of $30.5 million, or 25%, in net product revenue for Advanced Wound Care products partially offset by an increase of $1.1 million, or 16%, in net product revenue for Surgical & Sports Medicine products.

During the second quarter of 2025, the Company received a grant from a governmental agency and recorded $0.2 million in grant income.

Gross profit for the second quarter of 2025 was $73.1 million, or 73% of net product revenue, compared to $101.0 million, or 78% of net product revenue for the second quarter of 2024, a decrease of $27.9 million, or 28%.

Operating expenses for the second quarter of 2025 were $113.6 million compared to $144.1 million for the second quarter of 2024, a decrease of $30.5 million, or 21%. Cost of goods sold was $27.6 million for the second quarter of 2025, compared to $29.2 million for the second quarter of 2024, a decrease of $1.6 million, or 5%. R&D expense was $10.4 million for the second quarter of 2025, compared to $15.6 million for the second quarter of 2024, a decrease of $5.2 million, or 33%. Selling, general and administrative expenses were $73.8 million for the second quarter of 2025, compared to $76.5 million for the second quarter of 2024, a decrease of $2.7 million, or 4%. For the three months ended June 30, 2025 and 2024, the Company recorded impairment and write-down expenses of $1.7 million and $22.8 million, respectively.

Operating loss for the second quarter of 2025 was $12.6 million, compared to an operating loss of $13.9 million for the second quarter of 2024, a decrease in operating loss of $1.3 million.

Total other income (expense), net, for the second quarter of 2025 was $0.7 million income, compared to $(0.6) million expense for the second quarter of 2024, a change of $1.4 million.

Net loss for the second quarter of 2025 was $9.4 million, or $(0.10) per share, compared to a net loss of $17.0 million, or $(0.13) per share, for the second quarter of 2024, a decrease in net loss of $7.7 million, or $0.03 per share.

Adjusted net loss was $(7.5) million for the second quarter of 2025, compared to adjusted net income of $0.2 million for the second quarter of 2024, a change of $7.7 million.

Adjusted EBITDA loss was $(3.6) million for the second quarter of 2025, compared to Adjusted EBITDA income of $15.6 million for the second quarter of 2024, a change of $19.3 million.

Non-GAAP operating loss was $(10.0) million for the second quarter of 2025, compared to non-GAAP operating income of $9.7 million for the second quarter of 2024, a change of $19.7 million.

As of June 30, 2025, the Company had $73.7 million in cash, cash equivalents and restricted cash and no outstanding debt obligations, compared to $136.2 million in cash, cash equivalents and restricted cash and no outstanding debt obligations as of December 31, 2024.

First Half 2025 Financial Results:


	Six Months Ended June 30,				Change
	2025		2024		$			%
	(in thousands, except for percentages)
Advanced Wound Care	$	172,623	$	227,101	$	(54,478	)		(24	%)
Surgical & Sports Medicine		14,849		13,109		1,740			13	%
Net product revenue	$	187,472	$	240,210	$	(52,738	)		(22	%)

Net product revenue for the six months ended June 30, 2025 was $187.5 million, compared to $240.2 million for the six months ended June 30, 2024, a decrease of $52.7 million, or 22%. The decrease in net product revenue was driven by a decrease of $54.5 million, or 24%, in net product revenue for Advanced Wound Care products partially offset by an increase of $1.7 million, or 13%, in net product revenue for Surgical & Sports Medicine products.

Gross profit for the six months ended June 30, 2025 was $136.1 million, or 73% of net product revenue, compared to $182.3 million, or 76% of net product revenue for six months ended June 30, 2024, a decrease of $46.2 million, or 25%.

Operating expenses for the six months ended June 30, 2025 were $227.0 million compared to $258.0 million for the six months ended June 30, 2024, a decrease of $30.9 million, or 12%. Cost of goods sold was $51.4 million for the six months ended June 30, 2025, compared to $57.9 million for the six months ended June 30, 2024, a decrease of $6.5 million, or 11%. R&D expense was $21.0 million for the six months ended June 30, 2025, compared to $28.4 million for the six months ended June 30, 2024, a decrease of $7.4 million, or 26%. Selling, general and administrative expenses were $146.3 million for the six months ended June 30, 2025, compared to $148.9 million for the six months ended June 30, 2024, a decrease of $2.5 million, or 2%. For the six months ended June 30, 2025 and 2024, the Company recorded impairment and write down expenses of $8.3 million and $22.8 million, respectively.

Operating loss for the six months ended June 30, 2025 was $39.3 million, compared to an operating loss of $17.7 million for the six months ended June 30, 2024, an increase in operating loss of $21.6 million.

Total other income (expense), net, for the six months ended June 30, 2025 was $1.7 million income, compared to $(1.1) million expense for the six months ended June 30, 2024, a change of $2.8 million.

Net loss for the six months ended June 30, 2025 was $28.2 million, or $(0.27) per share, compared to a net loss of $19.1 million, or $(0.14) per share, for the six months ended June 30, 2024, an increase in net loss of $9.1 million, or $(0.13) per share.

Adjusted net loss was $20.9 million for the six months ended June 30, 2025, compared to adjusted net loss of $1.2 million for the six months ended June 30, 2024, an increase in adjusted net loss of $19.7 million.

Adjusted EBITDA loss was $(16.2) million for the six months ended June 30, 2025, compared to adjusted EBITDA income of $18.2 million for the six months ended June 30, 2024, a change of $34.4 million.

Non-GAAP operating loss was $(29.3) million for the six months ended June 30, 2025, compared to non-GAAP operating income of $6.8 million for the six months ended June 30, 2024, a change of $36.1 million.

Fiscal Year 2025 Guidance:

For the year ending December 31, 2025 the Company is updating its prior revenue guidance and updating its profitability guidance and expects:

•

Net product revenue between $480.0 million and $510.0 million, representing a year-over-year change in the range of a roughly flat to an increase of 6%, as compared to net product revenue of $482.0 million for the year ended December 31, 2024.

The 2025 net product revenue guidance range assumes:

▪

Net product revenue from Advanced Wound Care products between $450.0 million and $475.0 million, a decrease of 1% to an increase of 5% year-over-year as compared to net product revenue of $453.6 million for the year ended December 31, 2024.

▪

Net product revenue from Surgical & Sports Medicine products between $30.0 million and $35.0 million, an increase of 6% to 23% year-over-year as compared to net product revenue of $28.4 million for the year ended December 31, 2024.

•

Net income (loss) between $(6.4) million and $16.4 million and adjusted net income between $5.5 million and $28.3 million.

•

EBITDA between $6.2 million and $37.0 million and Adjusted EBITDA between $31.1 million and $61.9 million.

Second Quarter Earnings Conference Call:

Management will host a conference call at 5:00 p.m. Eastern Time on August 7th to discuss the results of the quarter, and to provide a corporate update with a question and answer session. Those who would like to participate may access the live webcast here, or access the teleconference by dialing 800-715-9871 (646-307-1963 for international callers) and providing access code: 634899. The live webcast can also be accessed via the company’s website at investors.organogenesis.com. The webcast will be archived on the company website for approximately one year.

ORGANOGENESIS HOLDINGS INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share and per share data)


	June 30,			December 31,
	2025			2024
Assets
Current assets:
Cash and cash equivalents	$	73,076		$	135,571
Restricted cash		659			580
Accounts receivable, net		120,382			109,861
Inventories, net		33,042			26,219
Asset held for sale (Note 6)		5,287			—
Prepaid expenses and other current assets		27,777			13,710
Total current assets		260,223			285,941
Property and equipment, net		75,607			89,128
Intangible assets, net		10,785			12,468
Goodwill		28,772			28,772
Operating lease right-of-use assets, net		35,257			37,110
Deferred tax asset, net		41,754			39,462
Other assets		8,730			5,005
Total assets	$	461,128		$	497,886
Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Equity
Current liabilities:
Current portion of finance lease obligations	$	1,217		$	1,170
Current portion of operating lease obligations - related party		3,755			3,671
Current portion of operating lease obligations		4,796			4,272
Accounts payable		29,723			28,911
Accrued expenses and other current liabilities		26,348			39,453
Total current liabilities		65,839			77,477
Finance lease obligations, net of current portion		98			718
Operating lease obligations, net of current portion - related party		6,385			8,283
Operating lease obligations, net of current portion		24,565			25,198
Other liabilities		3,022			894
Total liabilities		99,909			112,570
Commitments and contingencies (Note 15)

Series A redeemable convertible preferred stock, $0.0001 par value; 130,000 shares authorized, issued and outstanding at June 30, 2025 and December 31, 2024; liquidation preference of $136,694 and $131,387 at June 30, 2025 and December 31, 2024, respectively.		127,977			122,419

Stockholders’ equity:
Preferred stock, $0.0001 par value; 870,000 shares authorized; none issued or outstanding		—			—
Common stock, $0.0001 par value; 400,000,000 shares authorized; 127,582,084 and 126,458,784 shares issued; 126,853,536 and 125,730,236 shares outstanding at June 30, 2025 and December 31, 2024, respectively.		13			13
Additional paid-in capital		301,574			302,994
Accumulated deficit		(68,345	)		(40,110	)
Total stockholders’ equity		233,242			262,897
Total liabilities, redeemable convertible preferred stock, and stockholders' equity	$	461,128		$	497,886

ORGANOGENESIS HOLDINGS INC. UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(amounts in thousands, except share and per share data)


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Revenue:
Net product revenue	$	100,779		$	130,234		$	187,472		$	240,210
Grant income		226			—			226			—
Total revenue		101,005			130,234			187,698			240,210
Operating expenses:
Cost of goods sold		27,630			29,198			51,353			57,894
Selling, general and administrative		73,810			76,540			146,319			148,862
Research and development		10,395			15,587			21,035			28,397
Write-down to fair value for asset held for sale		1,746			—			8,313			—
Impairment of property and construction		—			18,842			—			18,842
Write-down of capitalized internal-use software costs		—			3,959			—			3,959
Total operating expenses		113,581			144,126			227,020			257,954
Loss from operations		(12,576	)		(13,892	)		(39,322	)		(17,744	)
Other income (expense), net:
Interest income (expense), net		669			(620	)		1,630			(1,134	)
Other income (expense), net		73			(28	)		75			(5	)
Total other income (expense), net		742			(648	)		1,705			(1,139	)
Net loss before income taxes		(11,834	)		(14,540	)		(37,617	)		(18,883	)
Income tax benefit (expense)		2,442			(2,503	)		9,382			(260	)
Net loss and comprehensive loss		(9,392	)		(17,043	)		(28,235	)		(19,143	)
Accretion of redeemable convertible preferred stock to redemption value		(129	)		—			(250	)		—
Cumulative dividend on redeemable convertible preferred stock		(2,681	)		—			(5,308	)		—
Net loss attributable to common stockholders	$	(12,202	)	$	(17,043	)	$	(33,793	)	$	(19,143	)

Net loss per share:
Basic and diluted	$	(0.10	)	$	(0.13	)	$	(0.27	)	$	(0.14	)
Weighted-average common shares outstanding
Basic and diluted		126,853,536			132,573,153			126,576,130			132,217,463

ORGANOGENESIS HOLDINGS INC. UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

(amounts in thousands, except share and per share data)


	Six Months Ended June 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(28,235	)	$	(19,143	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		7,178			6,438
Amortization of intangible assets		1,683			1,735
Reduction in the carrying value of right-of-use assets		4,077			4,364
Non-cash interest expense		139			209
Deferred interest expense		—			213
Deferred tax benefit		(2,292	)		(5,689	)
Provision recorded for credit losses		3,116			2,032
Loss on disposal of property and equipment		44			434
Adjustment for excess and obsolete inventories		6,093			4,469
Stock-based compensation		5,909			4,975
Write-down to fair value for asset held for sale (Note 6)		8,313			—
Impairment of property and construction (Note 6)		—			18,842
Write-down of capitalized internal-use software costs (Note 6)		—			3,959
Changes in operating assets and liabilities:
Accounts receivable		(13,637	)		(25,978	)
Inventories		(15,892	)		(2,009	)
Prepaid expenses and other current assets and other assets		(12,942	)		(436	)
Operating leases		(4,147	)		(5,908	)
Accounts payable		1,637			(2,147	)
Accrued expenses and other current liabilities		(13,886	)		8,162
Other liabilities		34			54
Net cash used in operating activities		(52,808	)		(5,424	)
Cash flows from investing activities:
Purchases of property and equipment		(7,264	)		(4,102	)
Net cash used in investing activities		(7,264	)		(4,102	)
Cash flows from financing activities:
Payments of term loan under the 2021 Credit Agreement		—			(2,813	)
Payments of withholding taxes in connection with RSUs vesting		(1,796	)		(1,174	)
Proceeds from the exercise of stock options		25			180
Principal repayments of finance lease obligations		(573	)		(528	)
Net cash used in financing activities		(2,344	)		(4,335	)
Change in cash, cash equivalents and restricted cash		(62,416	)		(13,861	)
Cash, cash equivalents, and restricted cash, beginning of period		136,151			104,338
Cash, cash equivalents, and restricted cash, end of period	$	73,735		$	90,477
Supplemental disclosure of cash flow information:
Cash paid for interest	$	—		$	2,744
Cash paid for income taxes	$	3,791		$	4,796
Supplemental disclosure of non-cash investing and financing activities:
Accretion to redemption value and cumulative dividends on redeemable convertible preferred stock	$	5,558		$	—
Change in purchases of property and equipment included in accounts payable and accrued expenses	$	(38	)	$	709
Right-of-use assets obtained through operating lease obligations	$	1,815		$	817

Non-GAAP Financial Measures

Our management uses financial measures that are not in accordance with generally accepted accounting principles in the United States, or GAAP, 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, adjusted net income (loss), and non-GAAP operating income (loss) to evaluate our operating performance and trends and make planning decisions. Our management believes Adjusted EBITDA, adjusted net income (loss) and non-GAAP operating income (loss) help 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, adjusted net income (loss) and non-GAAP operating income (loss) provide useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and prospects, and allowing for greater transparency with respect to key financial metrics used by our management in its financial and operational decision-making.

Adjusted EBITDA

Adjusted EBITDA consists of GAAP net loss excluding: (i) interest (income) expense, net, (ii) income tax (benefit) expense, (iii) depreciation and amortization, (iv) amortization of intangible assets, (v) stock-based compensation expense, and (vi) additional infrequently occurring adjustments described in more detail below.

The following table presents a reconciliation of GAAP net loss to non-GAAP EBITDA and non-GAAP Adjusted EBITDA, for the periods presented:


`	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
	(Unaudited, in thousands)
Net loss	$	(9,392	)	$	(17,043	)	$	(28,235	)	$	(19,143	)
Interest (income) expense, net		(669	)		620			(1,630	)		1,134
Income tax (benefit) expense		(2,442	)		2,503			(9,382	)		260
Depreciation and amortization		3,734			3,366			7,178			6,438
Amortization of intangible assets		841			834			1,683			1,735
EBITDA		(7,928	)		(9,720	)		(30,386	)		(9,576	)
Stock-based compensation expense		2,542			2,568			5,909			4,975
Write-down to fair value for asset held for sale (1)		1,746			—			8,313			—
Impairment of property and construction (2)		—			18,842			—			18,842
Write-down of capitalized internal-use software costs (3)		—			3,959			—			3,959
Adjusted EBITDA	$	(3,640	)	$	15,649		$	(16,164	)	$	18,200

(1) Amount reflects the fair value adjustment of a purchased building classified as held for sale.

(2) Amount reflects the impairment of a purchased building and associated unfinished construction work.

(3) Amount reflects the write-down of costs previously capitalized in the development of internal-use software, that the Company determined have no future value.

Adjusted Net Income (Loss)

Adjusted net income (loss) is defined as GAAP net loss plus (i) amortization of intangible assets and (ii) additional infrequently occurring adjustments described in more detail below, less the estimated tax on these adjustments.

The following table presents a reconciliation of GAAP net loss to non-GAAP adjusted net income (loss), for the periods presented:


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
	(Unaudited, in thousands)
Net loss	$	(9,392	)	$	(17,043	)	$	(28,235	)	$	(19,143	)
Amortization of intangible assets		841			834			1,683			1,735
Write-down to fair value for asset held for sale (1)		1,746			—			8,313			—
Impairment of property and construction (2)		—			18,842			—			18,842
Write-down of capitalized internal-use software costs (3)		—			3,959			—			3,959
Tax on above		(698	)		(6,381	)		(2,699	)		(6,625	)
Adjusted net income (loss)	$	(7,503	)	$	211		$	(20,938	)	$	(1,232	)

(1) Amount reflects the fair value adjustment of a purchased building classified as held for sale.

(2) Amount reflects the impairment of a purchased building and associated unfinished construction work.

(3) Amount reflects the write-down of costs previously capitalized in the development of internal-use software, that the Company determined have no future value.

Non-GAAP Operating Income (Loss)

Non-GAAP operating income (loss) is defined as GAAP loss from operations plus (i) amortization of intangible assets and (ii) additional infrequently occurring adjustments described in more detail below.

The following table presents a reconciliation of GAAP net loss from operations to non-GAAP operating income (loss), for the periods presented:


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
	(Unaudited, in thousands)
Loss from operations	$	(12,576	)	$	(13,892	)	$	(39,322	)	$	(17,744	)
Amortization of intangible assets		841			834			1,683			1,735
Write-down to fair value for asset held for sale (1)		1,746			—			8,313			—
Impairment of property and construction (2)		—			18,842			—			18,842
Write-down of capitalized internal-use software costs (3)		—			3,959			—			3,959
Non-GAAP operating income (loss)	$	(9,989	)	$	9,743		$	(29,326	)	$	6,792

(1) Amount reflects the fair value adjustment of a purchased building classified as held for sale.

(2) Amount reflects the impairment of a purchased building and associated unfinished construction work.

(3) Amount reflects the write-down of costs previously capitalized in the development of internal-use software, that the Company determined have no future value.

Projected EBITDA and Adjusted EBITDA

Amounts reported within the following table are presented and calculated based on underlying unrounded amounts. As a result, the sum of components may not equal corresponding totals due to rounding.

The following table presents a reconciliation of projected GAAP net income to projected non-GAAP EBITDA and projected non-GAAP Adjusted EBITDA included in our guidance for the year ending December 31, 2025:


	Year Ended December 31,
	2025L			2025H
Net income (loss)	$	(6,400	)	$	16,400
Interest income		(3,600	)		(3,600	)
Income tax (benefit) expense		(1,700	)		6,300
Depreciation and amortization		14,700			14,700
Amortization of intangible assets		3,400			3,400
EBITDA	$	6,200		$	37,000
Stock-based compensation expense		11,900			11,900
Write-down to fair value for asset held for sale (1)		8,300			8,300
FDA fee		4,600			4,600
Adjusted EBITDA	$	31,100		$	61,900

(1) Amount reflects the fair value adjustment of a purchased building classified as held for sale.

Projected Adjusted Net Income

The following table presents a reconciliation of projected GAAP net income to projected non-GAAP adjusted net income included in our guidance for the year ending December 31, 2025:


	Year Ending December 31,
	2025L			2025H
Net income (loss)	$	(6,400	)	$	16,400
Amortization of intangible assets		3,400			3,400
Write-down to fair value for asset held for sale (1)		8,300			8,300
FDA fee		4,600			4,600
Tax on above		(4,400	)		(4,400	)
Adjusted net income	$	5,500		$	28,300

(1) Amount reflects the fair value adjustment of a purchased building classified as held for sale.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts of future events. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include statements relating to the Company’s expected revenue, net income, adjusted net income, EBITDA, and Adjusted EBITDA for fiscal 2025 and the breakdown of expected revenue in both its Advanced Wound Care and Surgical & Sports Medicine categories. Forward-looking statements with respect to the operations of the Company, strategies, prospects, and other aspects of the business of the Company are based on current expectations that are subject to known and unknown risks and uncertainties, which could cause actual results or outcomes to differ materially from expectations expressed or implied by such forward-looking statements. These factors include, but are not limited to: (1) the impact and uncertainty of any changes to the coverage and reimbursement levels for the Company’s products (including as a result of the proposed LCDs and the CMS proposed rule related to reimbursement for skin substitute products that could each take effect as soon as January 1, 2026); (2) the Company faces significant and continuing competition, which could adversely affect its business, results of operations and financial condition; (3) rapid technological change could cause the Company’s products to become obsolete and if the Company does not enhance its product offerings through its research and development efforts, it may be unable to effectively compete; (4) to be commercially successful, the Company must convince physicians that its products are safe and effective alternatives to existing treatments and that its products should be used in their procedures; (5) the Company’s ability to raise funds to expand its business; (6) the Company has incurred losses in the current period and prior periods and may incur losses in the future; (7) changes in applicable laws or regulations; (8) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (9) the Company’s ability to maintain production or obtain supply of its products in sufficient quantities to meet demand; (10) any resurgence of the COVID-19 pandemic or the occurrence of another public health emergency and its impact, if any, on the Company’s fiscal condition and results of operations; (11) the impact of the suspension of commercialization of: (a) ReNu and NuCel in connection with the expiration of the FDA’s enforcement grace period for HCT/Ps on May 31, 2021 and (b) Dermagraft in the second quarter of 2022 pending transition of manufacturing to a new manufacturing facility or a third-party manufacturer; (12) whether the Company is able to obtain regulatory approval for and successfully commercialize ReNu; and (13) other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, including Item 1A (Risk Factors) of the Company’s Form 10-K for the year ended December 31, 2024 and its subsequently filed periodic reports. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Although it may voluntarily do so from time to time, the Company undertakes no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

About Organogenesis Holdings Inc.

Organogenesis Holdings Inc. is a leading regenerative medicine company focused on the development, manufacture, and commercialization of solutions for the advanced wound care and surgical and sports medicine markets. Organogenesis offers a comprehensive portfolio of innovative regenerative products to address patient needs across the continuum of care. For more information, visit www.organogenesis.com.

Investor Inquiries:
ICR Healthcare

Mike Piccinino, CFA

OrganoIR@icrinc.com

Press and Media Inquiries:
Organogenesis

communications@organo.com