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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): January 14, 2025

 

 

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 x

 

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 7.01. Regulation FD Disclosure.

 

On January 14, 2025 (January 15, 2025 in Australia), Anteris Technologies Global Corp. (the “Company”) lodged an announcement with the Australian Securities Exchange regarding the partial exercise of the over-allotment option in connection with the Company’s initial public offering (the “IPO”) and the end of the stabilisation period in connection with the IPO. A copy of the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information contained in this Current Report on Form 8-K, including the exhibit attached hereto, is being furnished and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, unless such subsequent filing specifically references this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibit is filed with this Current Report on Form 8-K:

 

Exhibit
No.
  Description
99.1   Announcement Regarding Partial Exercise of Over-Allotment Option and End of Stabilisation Period
     
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: January 15, 2025    
     
  By: /s/ Wayne Paterson
  Name: Wayne Paterson
  Title: Chief Executive Officer

 

 

 

 

 

 

Exhibit 99.1

 

 

 

ASX ANNOUNCEMENT

 

15 January 2025

 

Partial Exercise of Over-Allotment Option and End of Stabilisation Period

 

Partial Exercise of the over-allotment option

 

Anteris Technologies Global Corp. (NASDAQ: AVR, ASX: AVR) (Anteris or the Company) advises that, in connection with its initial public offering in the U.S. which closed on 16 December 2024 (U.S. time), TD Cowen, Barclays and Cantor (the Underwriters’ Representatives) have partially exercised the over-allotment option granted by the Company in respect of 78,481 shares of common stock of the Company (Common Stock) at the purchase price of US$6.00 per share, less underwriting discounts and commissions of $0.42 per share. The portion of the over-allotment option that was not exercised by the Underwriters’ Representatives lapsed on 11 January 2025 (U.S. time). Closing and settlement of the exercised portion of the over-allotment option occurred on 14 January 2025 (U.S. time).

 

End of Stabilisation Period

 

The Company refers to the ‘no-action letter’ issued by the Australian Securities and Investments Commission in connection with the Company’s initial public offering in the U.S. (No Action Letter).

 

In connection with the market stabilisation arrangements regarding the Company’s Common Stock, the Company confirms that TD Cowen (Stabilisation Manager) ceased its market stabilisation activities on 12 January 2025, with the stabilisation period in connection the Company’s initial public offering in the U.S. therefore ceasing on 12 January 2025.

 

In accordance with the requirements of the No Action Letter, the Company advises that the market stabilisation and related activities undertaken by or on behalf of the Stabilisation Manager during the stabilisation period were as follows:

 

·successive purchases of an aggregate of 2,141,519 shares of Common Stock for prices ranging from US$5.14 to US$6.00 on the NASDAQ market during the stabilisation period; and

 

·the partial exercise of the over-allotment option by the Underwriters’ Representatives, which closed on 14 January 2025 (U.S. time), in respect of an aggregate of 78,481 shares of Common Stock at the purchase price of US$6.00 per share, less underwriting discounts and commissions of $0.42 per share.

 

ENDS

 

860 Blue Gentian Road,

Suite 340

Eagan, MN, 55121

United States

T: +1 651 493 0606

[email protected]

Anteris Technologies Global Corp.

BRISBANE | MINNEAPOLIS | GENEVA | MALAGA

anteristech.com

Toowong Tower, Level 3, Suite 302

9 Sherwood Road

Toowong, QLD 4066

Australia

T: +61 1300 550 310

[email protected]

 

 

 

 

 

 

About Anteris Technologies Global Corp. (NASDAQ: AVR, ASX: AVR)

 

Anteris® Technologies Global Corp. (NASDAQ: AVR, ASX: AVR) is a global structural heart company committed to designing, developing, and commercializing cutting-edge medical devices to restore healthy heart function. Founded in Australia, with a significant presence in Minneapolis, USA (a MedTech hub), Anteris is a science-driven company with an experienced team of multidisciplinary professionals delivering restorative solutions to structural heart disease patients.

 

Anteris’ lead product, the DurAVR® Transcatheter Heart Valve (THV), was designed in partnership with the world’s leading interventional cardiologists and cardiac surgeons to treat aortic stenosis – a potentially life-threatening condition resulting from the narrowing of the aortic valve. The balloon-expandable DurAVR® THV is the first biomimetic valve, which is shaped to mimic the performance of a healthy human aortic valve and aims to replicate normal aortic blood flow.

 

DurAVR® THV is made using a single piece of molded ADAPT® tissue, Anteris’ patented anti-calcification tissue technology. ADAPT® tissue, which is FDA-cleared, has been used clinically for over 10 years and distributed for use in over 55,000 patients worldwide.

 

The DurAVR® THV System is comprised of the DurAVR® valve, the ADAPT® tissue, and the balloon-expandable ComASUR® Delivery System.

 

Authorisation and Additional information

 

This announcement was authorised by the Board of Directors.

 

For more information:  
   
Investor Relations Investor Relations (US)
[email protected] Malini Chatterjee, Ph.D.
Anteris Technologies Global Corp. Managing Director
+61 1300 550 310 | +61 7 3152 3200 Blueprint Life Science Group
  +1 917 330 4269

 

Website www.anteristech.com
X @AnterisTech
Facebook www.facebook.com/anteristech
LinkedIn https://www.linkedin.com/company/anteristech

 

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