Anteris (NASDAQ: AVR) launches $250M at-the-market share program

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Anteris Technologies Global Corp. entered into a Sales Agreement with TD Securities (USA) LLC (TD Cowen) to establish an at-the-market stock offering program. The company may, at its discretion, sell shares of common stock with an aggregate offering price of up to $250,000,000 through TD Cowen as agent or principal.

Sales can be made over time on Nasdaq or through negotiated block trades, with TD Cowen earning a 3.0% commission on gross proceeds from shares it sells as agent. Anteris currently plans to use any net proceeds primarily to fund development of its DurAVR® Transcatheter Heart Valve System, and the remainder for working capital and general corporate purposes.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

ATM program size: $250,000,000 aggregate offering price Sales agent commission: 3.0% of gross proceeds Shelf registration file number: File No. 333-292565 +2 more

5 metrics

ATM program size $250,000,000 aggregate offering price Maximum common stock that may be sold under Sales Agreement

Sales agent commission 3.0% of gross proceeds Commission payable to TD Cowen when acting as sales agent

Shelf registration file number File No. 333-292565 Form S-3 supporting the offering

S-3 filing date January 2, 2026 Date shelf registration statement was filed with SEC

S-3 effectiveness date January 8, 2026 Date shelf registration was declared effective by SEC

Key Terms

Material Definitive Agreement, at the market offering, shelf registration statement, prospectus supplement, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

at the market offering financial

"an “at the market” offering as defined in Rule 415(a)(4)"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

shelf registration statement regulatory

"effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"the Company filed a prospectus supplement with the SEC"

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.

gross proceeds financial

"commission payable ... shall be 3.0% of the gross proceeds"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

indemnification and contribution legal

"indemnification and contribution provisions under which the Company and TD Cowen"

Understanding 8-K Material Events →

05/22/2026 - 05:15 PM

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): May 22, 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 1.01 Entry into a Material Definitive Agreement.

On May 22, 2026, Anteris Technologies Global Corp. (the “Company”) entered into a Sales Agreement (the “Agreement”) with TD Securities (USA) LLC (“TD Cowen”). Pursuant to the terms of the Agreement, the Company may offer and sell through TD Cowen, from time to time and at its sole discretion, shares of the Company’s common stock, par value of $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $250,000,000 (the “Offering”).

Subject to the terms and conditions of the Agreement, TD Cowen has agreed to use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations and the rules of the Nasdaq Stock Market LLC, and the Australian Securities Exchange, to sell from time to time the Common Stock so designated by the Company, acting as agent and/or as principal, in accordance with the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company cannot provide any assurances that it will issue any Common Stock pursuant to the Agreement. The sales of the Common Stock under the Agreement will be made by any method permitted by law that is deemed an “at the market” offering as defined in Rule 415(a)(4) under the Securities Act of 1933 (the “Securities Act”), including sales made through the Nasdaq Global Market (“Nasdaq”), or in negotiated transactions, including block trades. The Agreement provides that the commission payable to TD Cowen for sales of Common Stock with respect to which TD Cowen acts as sales agent shall be 3.0% of the gross proceeds from the sale of such Common Stock sold pursuant to the Agreement. The Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and TD Cowen have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934. The Company will also reimburse TD Cowen for certain expenses incurred in connection with the Agreement. The Offering will terminate upon the earlier of (i) the sale of all shares of Common Stock subject to the Agreement and (ii) the termination of the Agreement as permitted therein. The Company and TD Cowen may each terminate the Agreement in their sole discretion at any time upon ten days’ prior notice. In addition, TD Cowen may terminate the Agreement at any time upon the occurrence of certain specified events, including a material adverse effect on the Company, a failure by the Company to perform its obligations under the Agreement, or a suspension or limitation of trading in the Common Stock on Nasdaq.

The Company currently intends to use any net proceeds from the Offering primarily for the ongoing development of its DurAVR^® Transcatheter Heart Valve System, with the remaining for working capital and other general corporate purposes determined from time to time.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Common Stock will be offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-292565) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on January 2, 2026 and declared effective on January 8, 2026. On May 22, 2026, the Company filed a prospectus supplement with the SEC in connection with the Offering pursuant to the Agreement.

The legal opinion of Jones Day relating to the legality of the issuance and sale of the Common Stock in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.		Description

1.1		Sales Agreement, dated as of May 22, 2026, by and between Anteris Technologies Global Corp. and TD Securities (USA) LLC.

5.1		Opinion of Jones Day.

23.1		Consent of Jones Day (included in Exhibit 5.1).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 22, 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 in this 8-K?

Anteris Technologies Global Corp. entered a Sales Agreement with TD Securities (USA) LLC for an at-the-market stock offering program of up to $250,000,000. TD Cowen may sell shares on Nasdaq or via negotiated trades under this arrangement.

How large is Anteris Technologies Global Corp.’s at-the-market offering?

The at-the-market offering allows Anteris Technologies Global Corp. to issue and sell common stock with an aggregate offering price of up to $250,000,000. Shares may be sold over time at the company’s discretion through TD Cowen.

What commission will TD Cowen receive under the Anteris (AVR) Sales Agreement?

TD Cowen will receive a commission of 3.0% of the gross proceeds from each share of Anteris common stock it sells as sales agent. This fee is calculated on the total dollar value of shares sold under the program.

How does Anteris Technologies plan to use net proceeds from the ATM program?

Anteris plans to use any net proceeds primarily to fund ongoing development of its DurAVR® Transcatheter Heart Valve System. Remaining funds are earmarked for working capital and other general corporate purposes determined over time by the company.

What registration statement supports Anteris Technologies Global Corp.’s ATM offering?

The offering is made under Anteris Technologies Global Corp.’s effective shelf registration statement on Form S-3, File No. 333-292565. This statement was filed on January 2, 2026 and declared effective on January 8, 2026 by the SEC.

When can the Anteris (AVR) Sales Agreement with TD Cowen be terminated?

The offering ends when all authorized shares are sold or the Sales Agreement is terminated. Either Anteris or TD Cowen may terminate the agreement at any time with ten days’ prior notice, and TD Cowen has additional termination rights if specified events occur.

Filing Exhibits & Attachments

5 documents