[8-K] Anteris Technologies Global Corp. Reports Material Event

Rhea-AI Filing Summary

Anteris Technologies Global Corp. (AVR) closed a private common stock offering, issuing 2,346,936 shares of common stock and five-year warrants to purchase 2,346,936 shares, generating approximately US$11.5 million in gross proceeds. The securities were sold at US$4.90 per share with an accompanying warrant, and were issued without registration under Section 4(a)(2) and Rule 506.

The company had earlier expanded the deal by adding 102,040 additional shares on the same terms. The warrants are exercisable commencing six months following the date of issuance. Anteris plans to file a registration statement to cover the resale of the shares and the shares issuable upon exercise of the warrants, as well as CDIs and related warrant shares from a concurrently arranged CDI offering priced at A$7.50 per CDI.

Insights

Equity Capital Markets Analyst

Administrative capital raise; modest dilution offset by cash inflow.

Anteris Technologies Global Corp. completed a private placement of 2,346,936 common shares at US$4.90 with matching five-year warrants, resulting in gross proceeds of about US$11.5 million. Warrants become exercisable six months after issuance, adding a potential future source of shares if exercised.

The company states it will file a registration statement to permit the resale of the issued shares and the shares underlying the warrants and CDIs. This does not add new securities at effectiveness; it permits holders to sell. Actual trading impact will depend on holder decisions and market conditions.

The CDI component was priced at A$7.50 per CDI with accompanying warrants, indicating parallel structures across markets. Terms such as five-year tenor and delayed exercisability help stage potential issuance; the filing does not specify use of proceeds.

false000201151400020115142025-10-272025-10-27

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): October 27, 2025

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 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 8.01 below with respect to the Additional Securities (as defined below) is incorporated by reference in this Item 3.02.

Item 8.01. Other Events.

As previously disclosed, on October 23, 2025 (October 24, 2025 AEST), Anteris Technologies Global Corp. (the “Company”) entered into (i) subscription agreements (the “Subscription Agreements”) with certain investors, pursuant to which the Company agreed to sell 2,244,896 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and accompanying five-year warrants (the “Common Stock Warrants”) to purchase 2,244,896 shares of Common Stock at a price of US$4.90 per share of Common Stock and accompanying Common Stock Warrant (the “Common Stock Offering”), and (ii) confirmation letters (the “Confirmation Letters”) with certain investors, pursuant to which the Company agreed to sell 2,788,064 CHESS Depositary Interests (“CDIs”) and accompanying five-year warrants (the “CDI Warrants”) to purchase 2,788,064 CDIs at a price of A$7.50 per CDI and accompanying CDI Warrant (the “CDI Offering” and, together with the Common Stock Offering, the “Offering”). Each of the Common Stock Warrants and the CDI Warrants are exercisable commencing six months following the date of issuance.

On October 24, 2025, as part of the Common Stock Offering, the Company entered into Subscription Agreements with additional investors, pursuant to which it agreed to sell an additional 102,040 Shares of Common Stock (the “Additional Shares”) and accompanying Common Stock Warrants (the “Additional Common Stock Warrants” and, together with the Additional Shares, the “Additional Securities”) at the same price and on the same terms as the other Shares and Common Stock Warrants sold in the Common Stock Offering. The registration statement that the Company will file with the Securities and Exchange Commission covering the covering the resale of the Shares, the shares of Common Stock issuable upon exercise of the Common Stock Warrants, the shares of Common Stock underlying the CDIs issued in the CDI Offering, and the shares of Common Stock underlying the CDIs issuable upon exercise of the CDI Warrants will also cover the resale of the Additional Shares and the shares of Common Stock issuable upon exercise of the Additional Common Stock Warrants.

The Additional Securities were issued and sold without registration under the Securities Act, in reliance on the exemption provided by Section 4(a)(2) of the Securities Act, including under Rule 506 of Regulation D promulgated thereunder.

On October 27, 2025, the Company closed the Common Stock Offering (including, for the avoidance of doubt, with respect to the Additional Securities) and issued an aggregate of 2,346,936 Shares and Common Stock Warrants to purchase an aggregate of 2,346,936 shares of Common Stock. The Company received approximately US$11.5 million in gross proceeds from the Common Stock Offering.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements. 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 the Company’s Annual Report on Form 10-K for the fiscal period ended December 31, 2024 that was filed with the Securities and Exchange Commission. Readers are cautioned not to put undue reliance on forward-looking statements, and except as required by law, the Company 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 and 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: October 27, 2025	By:	/s/ Wayne Paterson
		Name: Wayne Paterson
		Title: Vice Chairman and Chief Executive Officer

FAQ

What did Anteris Technologies Global Corp. (AVR) announce in its 8-K?

It closed a private common stock offering, issuing 2,346,936 shares and five-year warrants for 2,346,936 shares, raising approximately US$11.5 million in gross proceeds.

What was the offering price for AVR’s common stock and warrants?

Each share of common stock with an accompanying warrant was sold at US$4.90.

When can the AVR warrants be exercised and for how long?

The five-year warrants are exercisable commencing six months following the date of issuance.

Did Anteris expand the offering after launch?

Yes. On October 24, 2025, it agreed to sell an additional 102,040 shares with accompanying warrants on the same terms.

Will Anteris file a registration statement for these securities?

Yes. It plans to file a registration statement covering the resale of the shares and the shares issuable upon exercise of the warrants and related CDI securities.

What were the terms of the CDI component mentioned by AVR?

The company agreed to sell 2,788,064 CDIs with accompanying five-year CDI warrants at A$7.50 per CDI and warrant.

Under which exemption were the additional securities sold?

They were issued without registration under the Securities Act in reliance on Section 4(a)(2), including Rule 506 of Regulation D.