Avita Medical Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities

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

AVITA Medical, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

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. ☐

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.