Anteris Technologies Global Corp. filed SEC Form 8-K: Unregistered Sales of Equity Securities, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): January 20, 2026

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Anteris Technologies Global Corp.

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: +617 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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Item 1.01 Entry into a Material Definitive Agreement.

Underwritten Offering

On January 20, 2026, Anteris Technologies Global Corp. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Wells Fargo Securities, LLC and Cantor Fitzgerald & Co., acting as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell (the “Offering”) 34,782,609 shares (the “Firm Stock”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a price to the public of $5.75 per share. The Company also granted the Underwriters a 30-day option to purchase up to an additional 5,217,391 shares of Common Stock offered in the Offering on the same terms and conditions (the “Optional Stock” and, together with the Firm Stock, the “Shares”), which option the Underwriters exercised in full. The Offering and the Private Placement (defined below) are expected to close on January 22, 2026 (the “Closing Date”), subject to the satisfaction of customary closing conditions.

The Company estimates that the gross proceeds from the Offering and the Private Placement will be approximately $320 million, prior to deducting underwriting discounts and commissions in the Offering, placement agent fees in the Private Placement, and estimated expenses of the Offering and the Private Placement. The Company intends to use the net proceeds from the Offering, together with its existing cash and cash equivalents and the net proceeds from the Private Placement, to support the next stage of growth and advance execution of the Company’s clinical strategy. This includes ongoing recruitment and study execution of the DurAVR^® Transcatheter Heart Valve (“DurAVR^® THV”) global pivotal trial for patients with severe aortic stenosis (the “PARADIGM Trial”) and expansion of manufacturing capabilities. In addition, a portion of the proceeds is expected to fund ongoing research and development for v2vmedtech, inc., with the balance allocated to working capital and other general corporate purposes determined from time to time.

The Offering was made pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-292565) (the “Registration Statement”), which was previously filed with the Securities and Exchange Commission (the “Commission”) and declared effective on January 8, 2026, and a prospectus supplement dated January 20, 2026.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. Pursuant to the Underwriting Agreement, the Company’s executive officers and directors entered into lock-up agreements in the form included as an exhibit to the Underwriting Agreement, providing for a 90-day “lock-up” period with respect to sales of Common Stock, subject to certain exceptions.

The foregoing description of the Underwriting Agreement is subject to, and is qualified in its entirety by, the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

A copy of the opinion of Jones Day relating to the validity of the Shares issued in the Offering is filed herewith as Exhibit 5.1.

Private Placement

Stock Purchase Agreement

On January 20, 2026, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with Covidien Group S.à r.l., a wholly owned subsidiary of Medtronic plc (the “Investor”), pursuant to which the Company agreed to issue and sell (the “Private Placement”) to the Investor 15,652,173 shares of Common Stock of the Company (the “PIPE Shares”) at a purchase price of $5.75 per PIPE Share. The Company expects to receive aggregate gross proceeds from the Private Placement of approximately $90.0 million, before deducting placement agent fees and estimated offering expenses.

The Purchase Agreement contains customary representations, warranties and agreements by the Company and the Investor.

Registration Rights Agreement

The Company and the Investor expect to enter into a registration rights agreement (the “Registration Rights Agreement”) on the Closing Date, pursuant to which the Company will agree to file a registration statement (the “Resale Registration Statement”) covering the resale of the PIPE Shares (the “Registrable Securities”) by the Investor no later than 18 months following the Closing Date. In addition, pursuant to the Registration Rights Agreement, the Company will grant the Investor the right to demand the sale of the PIPE Shares in one underwritten offering. The Company will also agree to be responsible for all fees and expenses incurred in connection with the registration of the PIPE Shares.

In the event (i) the Resale Registration Statement has not been declared effective in the time period specified in the Registration Rights Agreement or (ii) after the Resale Registration Statement has been declared effective by the Commission, sales cannot be made pursuant to the Resale Registration Statement for any reason, subject to certain limited exceptions, then the Company will agree, pursuant to the Registration Rights Agreement, to make payments to the Investor as liquidated damages in an amount equal to 1.0% of the aggregate amount paid pursuant to the Purchase Agreement by the Investor for the Registrable Securities then held by the Investor for each 30-day period or pro rata for any portion thereof during which such event continues. In no event will such liquidated damages exceed 5.0% of the aggregate purchase price of the PIPE Shares purchased by the Investor under the Purchase Agreement.

Pursuant to the Registration Rights Agreement, the Company will grant the Investor customary indemnification rights in connection with the Resale Registration Statement. The Investor will also grant the Company customary indemnification rights in connection with the Resale Registration Statement.

Investor Rights Agreement

The Company and the Investor expect to enter into an investor rights agreement (the “Investor Rights Agreement”), pursuant to which the Company and the Investor have certain rights and obligations, including:

The foregoing description of the Purchase Agreement is subject to, and is qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The foregoing descriptions of the Registration Rights Agreement and the Investor Rights Agreement are subject to, and are qualified in their entirety by, the forms of the Registration Rights Agreement and the Investor Rights Agreement, which are attached as Exhibit A and Exhibit B to the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K related to the PIPE Shares is hereby incorporated by reference into this Item 3.02. The issuance and sale of the PIPE Shares pursuant to the Purchase Agreement was made in reliance on the exemption from registration requirements provided by Section 4(a)(2) under the Securities Act.

Forward-Looking Statements

This current report 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. Forward-looking statements include, but are not limited to, any statements regarding the anticipated closing date for the Offering and Private Placement and the anticipated use of the net proceeds of the Offering and the Private Placement. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described under “Risk Factors” in the Registration Statement and the final prospectus supplement and accompanying prospectus. 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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

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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