AVITA Medical (NASDAQ: RCEL) to raise A$22.7M via CDI placement

Rhea-AI Filing Summary

AVITA Medical, Inc. entered into a placement agreement to sell 17,201,886 CHESS Depositary Interests (CDIs) to Australian institutional and professional investors at approximately AU$1.32 per CDI. Five CDIs represent one share of common stock.

The Company expects aggregate proceeds of about US$15 million (A$22.7 million) and will pay placement agent fees valued at approximately US$0.8 million in cash and CDIs. The unregistered Placement relies on Regulation S for offerings made outside the United States and is expected to close on or about August 19, 2025.

Insights

Equity capital markets analyst

AVITA raises new equity capital offshore via Regulation S.

AVITA Medical is conducting an unregistered equity placement of 17,201,886 CDIs to Australian institutional and professional investors at approximately AU$1.32 per CDI, with five CDIs equal to one common share. The transaction is structured under Regulation S for offers made outside the United States.

The Company expects to receive about US$15 million (A$22.7 million) in gross proceeds and pay approximately US$0.8 million in placement fees, partly in cash and partly in CDIs. The closing is expected around August 19, 2025, after which additional equity will be outstanding, and actual impact will depend on market reception and subsequent disclosures.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Understanding 8-K Material Events →

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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): August 12, 2025

AVITA Medical, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39059	85-1021707
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
28159 Avenue Stanford Suite 220
Valencia, California				91355
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 661 367-9170

(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		RCEL		The Nasdaq Stock Market LLC

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.

On August 12, 2025, AVITA Medical, Inc. (the “Company”) entered into a placement agreement (the “Placement Agreement”) with MST Financial Services Pty Limited for a placement (the “Placement”) to Australian institutional and professional investors of 17,201,886 CHESS Depositary Interests (“CDIs”), at an issue price of approximately AU$1.32 per CDI, with five CDIs representing one share of Common Stock. The Company expects to receive aggregate proceeds of approximately US$15 million (A$22.7 million) and to pay placement agent fees, in a combination of cash and CDIs, for an approximate value of US$0.8 million, in connection with the Placement. The Placement is expected to close on or about August 19, 2025.

The CDIs to be issued and sold in the Placement will be deemed to be securities exempt from registration under the Securities Act of 1933, as amended, in reliance on Regulation S promulgated thereunder, as transactions by an issuer in an offering made outside the United States. Legends or notices will be affixed to the securities issued in reliance on Regulation S.

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.

			AVITA Medical, Inc
Date:	August 18, 2025	By:	/s/ David O'Toole
			David O'Toole Chief Financial Officer

FAQ

What equity transaction did AVITA Medical (RCEL) announce in this 8-K?

AVITA Medical entered into a placement agreement to issue 17,201,886 CHESS Depositary Interests to Australian institutional and professional investors. The CDIs are priced at approximately AU$1.32 each, with five CDIs representing one share of common stock, in an unregistered offshore offering under Regulation S.

How much capital will AVITA Medical (RCEL) raise from the CDI placement?

AVITA Medical expects to raise approximately US$15 million, equivalent to A$22.7 million, from the sale of 17,201,886 CHESS Depositary Interests. This gross proceeds figure is before deducting approximately US$0.8 million in placement agent fees payable in a mix of cash and CDIs.

What is the pricing and structure of AVITA Medical’s (RCEL) CHESS Depositary Interests?

Each of the 17,201,886 CHESS Depositary Interests is being issued at an approximate price of AU$1.32 per CDI. The security structure specifies that five CDIs collectively represent one share of AVITA Medical’s common stock, linking the Australian-traded instruments to underlying U.S. equity.

Who is participating in AVITA Medical’s (RCEL) CDI private placement?

The CDI placement is directed to Australian institutional and professional investors under a placement agreement with MST Financial Services Pty Limited. These investors will acquire 17,201,886 CHESS Depositary Interests in a transaction structured as an offshore offering relying on Regulation S under the Securities Act of 1933.

When is AVITA Medical’s (RCEL) CDI placement expected to close?

The placement of 17,201,886 CHESS Depositary Interests is expected to close on or about August 19, 2025. Completion of the transaction will follow execution of the placement agreement and satisfaction of customary conditions in connection with this offshore equity offering to Australian investors.

How will AVITA Medical (RCEL) compensate the placement agent for this offering?

AVITA Medical plans to pay placement agent fees of approximately US$0.8 million to MST Financial Services Pty Limited. These fees will be settled using a combination of cash and CHESS Depositary Interests, aligning a portion of the compensation with the same securities sold in the placement.