UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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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

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Anteris Technologies Global Corp.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: +61 7 3152 3200

Not Applicable

(Former name or former address, if changed since last report)

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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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

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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.

 

 

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.

 

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