Paragon 28, Inc. Announces Proposed Public Offering of Common Stock

Paragon 28, Inc. (NYSE: FNA) (“Paragon”), a leading medical device company exclusively focused on the foot and ankle orthopedic market, announced today the commencement of a proposed underwritten public offering of 6,500,000 shares of its common stock, consisting of 3,750,000 shares offered by Paragon and 2,750,000 shares offered by certain selling securityholders. Paragon and the selling securityholders also expect to grant the underwriters a 30-day option to purchase up to an additional 562,500 and 412,500 shares of common stock, respectively. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Paragon intends to use the net proceeds from the offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by Paragon, for working capital, capital expenditures and other general corporate purposes. Paragon may also use a portion of the net proceeds to acquire or invest in products, technologies or businesses that are complementary to its business; however, Paragon currently does not have any agreements or commitments to complete any such transactions. Paragon will not receive any proceeds from the sale of common stock offered by the selling securityholders.

BofA Securities and Piper Sandler & Co. are acting as joint book-running managers for the offering. Canaccord Genuity is acting as a lead manager for the offering. JMP Securities, a Citizens Company, and Needham & Company are acting as co-managers for the offering.

The public offering will be made pursuant to a registration statement on Form S-3 that was filed by Paragon with the U.S. Securities and Exchange Commission (the “SEC”) on November 1, 2022 and became effective on November 7, 2022. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. When available, copies of the preliminary prospectus supplement and accompanying prospectus may be obtained by contacting: BofA Securities, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Prospectus Department, or by email: dg.prospectus_requests@bofa.com; or Piper Sandler & Co. Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, via telephone at (800) 747-3924 or via email at prospectus@psc.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Paragon 28, Inc.

Based in Englewood, CO., Paragon 28, is a leading medical device company exclusively focused on the foot and ankle orthopedic market and is dedicated to improving patient lives. From the onset, Paragon 28® has provided innovative orthopedic solutions, procedural approaches and instrumentation that cover a wide range of foot and ankle ailments including fracture fixation, forefoot, ankle, progressive collapsing foot deformity (PCFD) or flatfoot, charcot foot and orthobiologics. The company designs products with both the patient and surgeon in mind, with the goal of improving outcomes, reducing ailment recurrence and complication rates, and making the procedures simpler, consistent, and reproducible.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding a public offering of Paragon’s common stock, the timing and size of the public offering and the anticipated use of the net proceeds from the offering. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties, many of which are beyond Paragon’s control, include, among others, the risks described in Paragon’s preliminary prospectus supplement dated January 25, 2023, the accompanying prospectus dated November 7, 2022, and the documents incorporated in the prospectus supplement and the prospectus by reference, including in the section titled “Risk Factors” in Paragon’s most recent annual report on Form 10-K. These forward-looking statements speak only as of the date hereof and should not be unduly relied upon. Paragon does not undertake any obligation to update forward‐looking statements and expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward‐looking statements contained herein.

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