Anteris Technologies Global Corp. (NASDAQ: AVR) registers 9.10M shares; discontinues v2v contributions
Filing Impact
Filing Sentiment
Form Type
424B3
Rhea-AI Filing Summary
Anteris Technologies Global Corp. files a Prospectus Supplement to its Form S-1 registering up to 9,103,796 shares of common stock for resale by selling stockholders. The supplement attaches a Form 8-K disclosing that the company elected to discontinue further development contributions to v2vmedtech, inc., triggering termination of a related Development Agreement upon payment of a $400,000 break fee. The company states it does not expect these actions to have a material adverse effect on consolidated financial position or liquidity.
Positive
- None.
Negative
- None.
Key Figures
Registered shares: 9,103,796 shares
Break fee: $400,000
Form 8-K event date: April 29, 2026
3 metrics
Registered shares
9,103,796 shares
Form S-1 Prospectus Supplement No. 2
Break fee
$400,000
payment required to terminate the Development Agreement
Form 8-K event date
April 29, 2026
date of the Current Report attached to the prospectus supplement
Key Terms
Prospectus Supplement, Selling Stockholders, Break fee, Contribution and Stock Purchase Agreement
4 terms
Prospectus Supplement regulatory
"This prospectus supplement updates, amends and supplements the prospectus"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Selling Stockholders financial
"offered for sale by the selling stockholders identified under the heading “Selling Stockholders”"
Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.
Break fee financial
"the Development Agreement will terminate upon the payment of the $400,000 break fee"
A break fee is a pre-agreed payment one party must make if it backs out of a merger, acquisition, or other major deal, acting like a penalty for walking away. It matters to investors because it can shift the financial outcome of a deal — protecting the party left behind, discouraging frivolous bids, and altering expected cash flows or takeover premiums that affect shareholder value.
Contribution and Stock Purchase Agreement legal
"Contribution and Stock Purchase Agreement dated April 18, 2023"
Offering Details
resale/secondary
Offering
Offering Type
resale/secondary
Filed pursuant to Rule 424(b)(3)
Registration No. 333-291821
Prospectus Supplement No. 2
(To Prospectus dated March 13, 2026)
This prospectus supplement updates, amends and supplements the prospectus, dated March 13, 2026 (the “Prospectus”), which forms part of our Registration Statement on
Form S-1 (Registration No. 333-291821) relating to up to 9,103,796 shares of our common stock, par value $0.0001 per share (“Common Stock”), which may be offered for sale by the selling stockholders identified under the heading “Selling Stockholders”
in the Prospectus. This prospectus supplement is being filed to update, amend and supplement the information contained in the Prospectus with information contained in our Current Report on Form 8-K, which was filed with the Securities and Exchange
Commission on April 29, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered
with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement
with your Prospectus for future reference.
Investing in our securities involves a high degree of risk. See the section titled “Risk Factors” in the Prospectus and in the documents incorporated
by reference in the Prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of the securities to be offered pursuant to the Prospectus or this
prospectus supplement or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is April 30, 2026.
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): April 29, 2026
Anteris Technologies
Global Corp.
(Exact name of registrant as specified in its charter)
|
Delaware
|
001-42437
|
99-1407174
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
Toowong Tower, Level 3, Suite 302
9 Sherwood Road
Toowong, QLD
Australia
|
4066
|
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code: +61 7 3152 3200
Not Applicable
(Former 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
|
||
|
Common Stock, par value $0.0001 per
share
|
AVR
|
The Nasdaq Global 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 provided pursuant to Section 13(a) of the Exchange Act. ☐
|
Item 1.02
|
Termination of a Material Definitive Agreement.
|
On April 28, 2026, Anteris Technologies Global Corp., through its wholly owned subsidiary, Anteris Technologies
Corporation (the “Company”), notified v2vmedtech, inc. (“v2v”) of its election to discontinue additional development contributions under the Contribution and Stock Purchase
Agreement dated April 18, 2023 (the “Agreement”).
The Company’s election occurred following completion of Stage 1 and during Stage 2 of the development program contemplated by the Agreement.
Pursuant to the Agreement as a result of providing the notice referenced above:
| • |
The Company is required to pay a break fee of $400,000 to v2v, which will be used by v2v for continued development of the technology.
|
| • |
The Company has no further obligation to make additional development contributions under the Agreement.
|
| • |
The initial shareholders of v2v have the right, at their election, to either:
|
| o |
acquire all of the Company’s equity interest in v2v for an amount equal to the Company’s aggregate contributions to date, or
|
| o |
reduce the Company’s equity interest in v2v to a capped minority ownership percentage as specified in the Agreement.
|
v2v has not informed the Company as to which option it intends to pursue.
In addition, as a result of the termination of the Company’s obligation to make further development contributions to v2v under the Agreement, the
Development Agreement by and between the Company, dated as April 18, 2023 (the “Development Agreement”), will terminate upon the payment of the $400,000 break fee.
The Company does not expect the discontinuation of contributions under the Agreement and the termination of the Development Agreement to have a material
adverse effect on its consolidated financial position or liquidity.
Forward‑Looking Statements
This announcement contains forward-looking statements, including those regarding v2v’s expected use of the break fee, the initial shareholders of
v2v’s election options, and the expected impact of the discontinuation of contributions on Anteris’ consolidated financial position or liquidity. Forward-looking statements include all statements that are not historical facts. Forward-looking
statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “budget,” “target,” “aim,” “strategy,” “plan,” “guidance,” “outlook,” “may,” “should,” “could,” “will,” “would,” “will be,”
“will continue,” “will likely result” and similar expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions,
including those described under “Risk Factors” in Anteris’ Annual Report on Form 10-K for the fiscal period ended December 31, 2025 that was filed with the Securities and Exchange Commission and ASX. Readers are cautioned not to put undue
reliance on forward-looking statements, and except as required by law, Anteris does not assume any obligation to update any of these forward-looking statements to conform these statements to actual results or revised expectations.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
Anteris Technologies Global Corp.
|
||
|
Date: April 29, 2026
|
||
|
By:
|
/s/ Wayne Paterson
|
|
|
Name:
|
Wayne Paterson
|
|
|
Title:
|
Vice Chairman and Chief Executive Officer
|
|
FAQ
What does Anteris (AVR) register for resale in Prospectus Supplement No. 2?
It registers up to 9,103,796 shares of common stock for resale. This prospectus supplement updates the March 13, 2026 Prospectus and attaches a Form 8-K; the shares are offered by selling stockholders, not the issuer.
Why did Anteris discontinue development contributions to v2vmedtech?
Anteris elected to discontinue additional contributions following completion of Stage 1 and during Stage 2. The notice under the April 18, 2023 Agreement led to the decision; v2v has not informed Anteris which option it will pursue.
What financial obligation arises from terminating the Development Agreement?
Termination requires payment of a $400,000 break fee. Upon payment of that break fee, the Development Agreement dated April 18, 2023 will terminate as stated in the Form 8-K attached to the supplement.
Will the discontinuation materially affect Anteris' finances or liquidity?
The company states it does not expect a material adverse effect on consolidated financial position or liquidity. That assessment is disclosed in the Form 8-K; no quantitative impact or guidance is provided in the supplement.