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): June 15, 2026

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 changed 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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 15, 2026, the holders of our Series A Convertible Preferred Stock voted by written consent to re-elect Garrett Lustig to our board of directors, to serve until the next Annual Meeting of Stockholders and until his successor is elected and qualified.

The information required by this Item 5.02 is incorporated herein by reference to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 30, 2026.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

We held our 2026 Annual Meeting of Stockholders on June 15, 2026, at which three proposals were submitted to, and approved by, our stockholders. The holders of 129,564,421 shares of our Class A common stock, including 38,470,359 shares of Class A common stock issuable upon conversion of our outstanding Series A Convertible Preferred Stock that are entitled to vote with our Class A common stock on an as-converted basis, were present or represented by proxy at the meeting. The proposals are described in detail in our definitive proxy statement for the 2026 Annual Meeting filed with the Securities and Exchange Commission on April 30, 2026. The final results for the votes for each proposal are set forth below.

At the Annual Meeting, each of Robert Ades, Michael J. Driscoll, Prathyusha Duraibabu, Jon Giacomin, Gary S. Gillheeney, Sr., Michele Korfin, Arthur S. Leibowitz, Glenn H. Nussdorf and Gilberto Quintero was elected our Director, to serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified. The votes cast in the election of the directors were as follows:

Nominee

Votes For Votes Withheld Broker Non-Votes

Robert Ades

85,064,304 235,293 44,264,824

Michael J. Driscoll

76,582,548 8,717,049 44,264,824

Prathyusha Duraibabu

76,767,319 8,532,278 44,264,824

Jon Giacomin

64,825,495 20,474,102 44,264,824

Gary S. Gillheeney, Sr.

76,736,718 8,562,879 44,264,824

Michele Korfin

76,707,741 8,591,856 44,264,824

Arthur S. Leibowitz

76,682,590 8,617,007 44,264,824

Glenn H. Nussdorf

61,049,018 24,250,579 44,264,824

Gilberto Quintero

76,572,688 8,726,909 44,264,824

At the Annual Meeting, our stockholders also approved, on an advisory basis, the compensation paid to our named executive officers. The votes cast on this proposal were as follows:

Proposal

Votes For Votes Against Abstentions Broker
Non-Votes

To approve, on an advisory basis, the compensation paid to our named executive officers.

72,516,011 12,722,258 61,328 44,264,824

2


At the Annual Meeting, our stockholders also approved the proposal to ratify the appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending on December 31, 2026. The votes cast on this proposal were as follows:

Proposal

Votes For Votes Against Abstentions Broker
Non-Votes

To ratify the appointment of RSM US LLP as our independent registered public accounting firm for fiscal year 2026.

128,421,160 856,933 286,328 0

3


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: June 16, 2026