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Anteris (NASDAQ: AVR) exits v2vmedtech pact with $400k break fee

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Anteris Technologies Global Corp., through its subsidiary Anteris Technologies Corporation, has elected to discontinue additional development contributions under its Contribution and Stock Purchase Agreement with v2vmedtech, inc., following completion of Stage 1 and during Stage 2 of the development program.

As a result, the related Development Agreement dated April 18, 2023 will terminate upon payment of a $400,000 break fee. Anteris states it does not expect this discontinuation of contributions and the termination of the Development Agreement to have a material adverse effect on its consolidated financial position or liquidity.

Positive

  • None.

Negative

  • None.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Break fee $400,000 Payable upon termination of the April 18, 2023 Development Agreement
Contribution and Stock Purchase Agreement financial
"discontinue additional development contributions under the Contribution and Stock Purchase Agreement dated April 18, 2023"
Development Agreement financial
"the Development Agreement by and between the Company, dated as April 18, 2023"
break fee financial
"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.
forward-looking statements regulatory
"This announcement contains forward-looking statements, including those regarding v2v’s expected use of the break fee"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
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


Source: View Original Filing on SEC EDGAR

FAQ

What did Anteris Technologies Global Corp. (AVR) announce regarding its v2vmedtech agreement?

Anteris Technologies Global Corp. elected to discontinue additional development contributions under its Contribution and Stock Purchase Agreement with v2vmedtech, inc. This decision was made after completing Stage 1 and during Stage 2 of the development program defined in the April 18, 2023 agreements.

What is the financial impact of the v2vmedtech decision on Anteris (AVR)?

The termination of further development contributions triggers a $400,000 break fee payable by Anteris under the Development Agreement. The company states it does not expect this fee or the discontinuation of contributions to have a material adverse effect on its consolidated financial position or liquidity.

What happens to the Development Agreement between Anteris (AVR) and v2vmedtech?

The Development Agreement dated April 18, 2023 will terminate once Anteris pays the $400,000 break fee. This termination follows Anteris’ election to stop making additional development contributions during Stage 2 of the development program contemplated by the agreements with v2vmedtech.

Did Anteris (AVR) indicate any expected impact on its liquidity from ending the v2vmedtech contributions?

Anteris stated that discontinuing contributions under the Contribution and Stock Purchase Agreement and terminating the related Development Agreement are not expected to have a material adverse effect on its consolidated financial position or liquidity, suggesting the financial impact should be limited within its overall operations.

Are there any forward-looking statements in Anteris (AVR)’s disclosure about v2vmedtech?

Yes. The company includes forward-looking statements about v2vmedtech’s expected use of the break fee, the initial shareholders’ election options, and the expected impact on Anteris’ financial position. These statements are subject to risks and uncertainties described in Anteris’ Annual Report on Form 10-K.

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